RUMBLE RESOURCES LIMITED — Annual Report 2011

Sep 26, 2011

Rumble Resources Ltd

ABN 74 148 214 260

Annual Report 2011

For the period 14 January 2011 to 30 June 2011

– 1 –

Rumble Resources Ltd

ABN 74 148 214 260

CONTENTS

Corporate Governance Statement	3
Directors’ Report	12
Auditor’s Independence Declaration	20
Independent Auditor’s Report	21
Statement of Comprehensive Income	23
Statement of Financial Position	24
Statement of Changes in Equity	25
Statement of Cash Flows	26
Notes to the Financial Statements	27
Corporate Directory	53
Directors’ Declaration	54
Shareholder Information	55
Schedule of Mineral Tenements	57

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has turned to the ASX Corporate Governance Council‘s Principles and Recommendations .

The Company is pleased to advise that the Company‘s practices are largely consistent with those ASX guidelines. As consistency with the guidelines has been a gradual process, where the Company did not have certain policies or committees recommended by the ASX Corporate Governance Council (the Council) in place during the reporting period, we have identified such policies or committees.

Where the Company‘s corporate governance practices do not correlate with the practices recommended by the Council, the Company is working towards compliance however it does not consider that all the practices are appropriate for the Company due to the size and scale of Company operations.

To illustrate where the Company has addressed each of the Council‘s recommendations, the following table cross-references each recommendation with sections of this report. The table does not provide the full text of each recommendation but rather the topic covered. Details of all of the recommendations can be found on the ASX Corporate Governance Council‘s website at asx.com.au/about/corporate_governance/index.htm.

Recommendation	Section
Recommendation 1.1 Functions of the Board and Management	1.1
Recommendation 1.2 Performance Evaluation of Senior Executives	1.4.10
Recommendation 1.3 Reporting on Principle 1	1.1 and 1.4.10
Recommendation 2.1 Independent Directors	1.2.1
Recommendation 2.2 Independent Chairman	1.2.1
Recommendation 2.3 Role of the Chairman and CEO	1.2.2
Recommendation 2.4 Establishment of Nomination Committee	2.3
Recommendation 2.5 Performance Evaluation Processes	1.4.10
Recommendation 2.6 Reporting on Principle 2	1.2.1, 1.4.10, 2.3 and the Directors‘ Report
Recommendation 3.1 Code of Conduct	5
Recommendation 3.2 Diversity Policy	4
Recommendation 3.3 Diversity Objectives	4
Recommendation 3.4 Diversity Reporting	4
Recommendation 3.5 Reporting on Principle 3	4 and 5
Recommendation 4.1 Establishment of Audit Committee	2.1
Recommendation 4.2 Structure of Audit Committee	2.1.1
Recommendation 4.3 Audit Committee Charter	2.1
Recommendation 4.4 Reporting on Principle 4	2.1
Recommendation 5.1 Policy for Compliance with Continuous Disclosure	1.4.4
Recommendation 5.2 Reporting on Principle 5	1.4.4
Recommendation 6.1 Communications Strategy	1.4.8
Recommendation 6.2 Reporting on Principle 6	1.4.8
Recommendation 7.1 Policies on Risk Oversight and Management	3.1

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

Recommendation 7.2 Risk Management Reporting	3.1
Recommendation 7.3 Attestations by CEO and CFO	1.4.11
Recommendation 7.4 Reporting on Principle 7	2.1.3 , 1.4.11
Recommendation 8.1 Establishment of Remuneration Committee	2.2
Recommendation 8.2 Structure of Remuneration Committee	2.2
Recommendation 8.3 Executive and Non-Executive Director Remuneration	2.2.4
Recommendation 8.4 Reporting on Principle 8	2.2 and 2.2.4

1. Board of Directors

1.1 Role of the Board

The Board‘s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company.

To assist the Board to carry out its functions, it has developed a Code of Conduct to guide the Directors, the Chairman and other key executives in the performance of their roles.

1.2.1 Composition of the Board

To add value to the Company the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given its current size and scale of operations. The names of the Directors and their qualifications and experience are stated in the Directors‘ Report along with the term of office held by each of the Directors. Directors are appointed based on the specific skills required by the Company and on their decision-making and judgment skills.

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer. Mr Matthew Banks and Michael Smith are Non-Executive Directors and independent directors as they meet the following criteria for independence adopted by the Company. The Board recognises that the following criteria is not exhaustive in determining the independence of directors.

An Independent Director is a Non-Executive Director and:

• is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;

• has not been employed in an executive capacity by the Company or another Company member since incorporation;

• within the last three periods has not been a principal of a material professional adviser or a material consultant to the Company or another Company member, or an employee materially associated with the service provided;

• is not a material supplier or customer of the Company or another Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

• has no material contractual relationship with the Company or other Company member other than as a Director of the Company.

• their role is to advise the Company on matters pertaining to their expertise and provide governance in the best interests of the Company. Independent Directors do not participate in day to day operations or management of the Company and its affairs.

• are remunerated based on a set scale relating to the risks undertaken within their roles as NonExecutive Directors. Additional work engagements may be undertaken by independent Directors at commercial rates, however the Company and the Independent Directors must ensure that materiality thresholds are not breached.

Mr Andrew McBain is Managing Director of the Company and does not meet the Company‘s criteria for independence. However, his experience and knowledge of the Company makes his contribution to the Board such that it is appropriate for him to remain on the Board.

1.2.2 Role of the Chairman and CEO

Recommendation 2.3 has been complied with as the Company currently does not have a CEO in place and appointed management is separate from the Chairman‘s position.

1.3 Responsibilities of the Board

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following.

• Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board.

• Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company.

• Overseeing Planning Activities: the development of the Company‘s strategic plan.

• Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company.

• Monitoring, Compliance and Risk Management: the development of the Company‘s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company.

• Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.

• Ensuring the Health, Safety and Well-Being of Employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company‘s occupational health and safety systems to ensure the well-being of all employees.

• Delegation of Authority: delegating appropriate powers to the CEO to ensure the effective day-to-day management of the Company and establishing and determining the powers and functions of the Committees of the Board.

Full details of the Board‘s role and responsibilities are contained in the Board Charter, a copy of which is available for inspection at the Company‘s registered office.

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

1.4 Board Policies

1.4.1 Conflicts of Interest

Directors must:

• disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of the Company; and

• if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act , absent himself or herself from the room when discussion and/or voting occurs on matters about which the conflict relates.

1.4.2 Commitments

Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.

1.4.3 Confidentiality

In accordance with legal requirements and agreed ethical standards, Directors and key executives of the Company have agreed to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.

1.4.4 Continuous Disclosure

The Board has adopted a continuous disclosure policy to ensure that the Company complies with the disclosure requirements of the ASX Listing Rules which is available on the Company‘s website. The Board has designated the Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the immediately notifies the ASX of information:

• concerning the that a reasonable person would expect to have a material effect on the price or value of the Company‘s securities; and

• that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company‘s securities.

1.4.5 Education and Induction

It is the policy of the Company that new Directors undergo an induction process in which they are given a full briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors includes:

• details of the roles and responsibilities of a Director;

• formal policies on Director appointment as well as conduct and contribution expectations;

• access to a copy of the Board Charter;

• guidelines on how the Board processes function;

• details of past, recent and likely future developments relating to the Board;

• background information on and contact information for key people in the organisation;

• an analysis of the Company;

• a synopsis of the current strategic direction of the Company; and

• a copy of the Constitution of the Company.

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified.

1.4.6 Independent Professional Advice

The Board collectively and each Director has the right to seek independent professional advice at the Company‘s expense, up to specified limits, to assist them to carry out their responsibilities.

1.4.7 Related Party Transactions

Related party transactions include any financial transaction between a Director and the Company. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction.

1.4.8 Shareholder Communication

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

• communicating effectively with shareholders through releases to the market via ASX, information mailed to shareholders, the Company website and the general meetings of the Company;

• giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;

• making it easy for shareholders to participate in general meetings of the Company; and

• requesting the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor‘s report.

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company and encourages shareholders to visit the Company‘s website for information. The Company‘s policy for shareholder communication is available on the Company‘s website.

1.4.9 Trading in Company Shares

On 15 April 2011 the Board adopted a Share Trading Policy. The Board periodically reminds directors, officers and employees of the prohibition in the Corporations Act 2001, and any other prohibited trading periods stated in the Share Trading Policy, concerning trading in the Company‘s securities when in possession of ―inside information‖. The Board also periodically reminds directors of their obligations under to notify the Company Secretary of any trade in securities to ensure that ASX Listing Rule requirements are met.

1.4.10 Performance Review/Evaluation

It is the policy of the Board to conduct regular evaluation of its performance against appropriate measures. The evaluation process was introduced via the Board Charter adopted on 15 April 2011 and will be implemented for the financial period ended 30 June 2011. A performance evaluation of senior executives will be undertaken during the financial period ended 30 June 2012 in accordance with the Board Charter. The objective of this evaluation is to provide ongoing best practice corporate governance to the Company.

1.4.11 Attestations by CEO and CFO

It is the Board‘s policy, that the CEO and the CFO make the attestations recommended by the ASX Corporate Governance Council as to the Company‘s financial condition prior to the Board signing the Annual Report. However, as at the date of this report the Company does not have a designated CEO or CFO. Due to the size and scale of operations of the Company these roles are performed by the Board as a whole.

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

2. Board Committees

2.1 Audit Committee

Due to the size and scale of operations of the Company the full Board undertakes the role of the Audit Committee. In the absence of a formal audit committee the board considers the issues that would otherwise be considered by the audit committee. A copy of the Audit Committee Charter is available on the Company‘s website.

Below is a summary of the role and responsibilities of an Audit Committee.

2.1.1 Role

The Audit Committee is responsible for reviewing the integrity of the Company‘s financial reporting and overseeing the independence of the external auditors.

As the whole Board only consists of three (3) members, the Company does not have an audit committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues and an audit committee cannot be justified based on a cost-benefit analysis. In the absence of an audit committee, the Board sets aside time to deal with issues and responsibilities usually delegated to the audit committee to ensure the integrity of the financial statements of the Company and the independence of the external auditor.

2.1.2 Audit Committee Charter

The Board has adopted an Audit Committee Charter which sets of the roles and responsibilities, composition, structure and membership requirements. The Board refers to the Audit Committee Charter to ensure they are meeting all the requirements otherwise delegated to an audit committee. A copy of the Audit Committee Charter is available on the Company‘s website.

2.1.3 Responsibilities

The Audit Committee or as at the date of this report the full Board of the Company reviews the audited annual and half-yearly financial statements and any reports which a Company published financial statements and recommends their approval to the members.

The Audit Committee or as at the date of this report the full Board of the Company each year reviews the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.

The Audit Committee or as at the date of this report the full Board of the Company is also responsible for establishing policies on risk oversight and management.

2.1.4 Risk Management Policies

The Board‘s Charter clearly establishes that it is responsible for ensuring there is a good sound system for overseeing and managing risk. Due to the size and scale of operations, risk management issues are considered by the Board as a whole. On completion of the 30 June annual audit Mr A McBain (Executive Chairman) and Mr M Banks (Non-Executive Director) or Mr M Smith (Non-Executive Director) or Mr D Palumbo (Company Secretary) will provide the Board with written assurance that the financial statements are founded on a sound system of risk management and internal compliance. Their statement assures the Board that the risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

2.1.5 External Auditor

The Board‘s has adopted a policy setting out criteria for the selection and appointment of an external auditor. A copy of this policy is available on the Company‘s website.

2.2 Remuneration Committee

2.2.1 Role

The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees.

As the whole Board only consists of three (3) members, the Company does not have a remuneration committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues.

2.2.2 Responsibilities

The responsibilities of a Remuneration Committee, or the full Board include setting policies for senior officers‘ remuneration, setting the terms and conditions of employment for the executive officer, reviewing and making recommendations to the Board on the Company‘s incentive schemes and superannuation arrangements, reviewing the remuneration of both Executive and Non-Executive Directors and making recommendations on any proposed changes and undertaking reviews of the Chief Executive Officer‘s performance, including, setting with the Chief Executive Officer goals and reviewing progress in achieving those goals.

2.2.3 Remuneration Policy

Current directors‘ Remuneration was approved by resolution of the Board on 16 March 2011.

2.2.3.1 Senior Executive Remuneration Policy

The Company is committed to remunerating its senior executives in a manner that is market-competitive and consistent with best practice as well as supporting the interests of shareholders. Consequently, under the Senior Executive Remuneration Policy the remuneration of senior executive may be comprised of the following:

• fixed salary that is determined from a review of the market and reflects core performance requirements and expectations;

• long term incentives in the form of shares or options in the company;

• participation in any share/option scheme with thresholds approved by shareholders;

• statutory superannuation.

By remunerating senior executives through performance and long-term incentive plans in addition to their fixed remuneration the Company aims to align the interests of senior executives with those of shareholders and increase Company performance.

Where value of shares and options are granted to senior executives the value will be calculated using the Black and Scholes method.

The objective behind using this remuneration structure is to drive improved Company performance and thereby increase shareholder value as well as aligning the interests of executives and shareholders.

The Board may use its discretion with respect to the payment of bonuses, stock options and other incentive payments (with necessary shareholder approvals).

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

2.2.3.2 Non-Executive Director Remuneration Policy

Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors.

Non-Executive Directors are entitled to but not necessarily paid statutory superannuation.

2.2.4 Current Director Remuneration

Full details regarding the remuneration of Directors, will be included in the Directors‘ Report.

2.3 Nomination Committee

2.3.1 Role

The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times.

As the whole Board only consists of three (3) members, the Company does not have a nomination committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues.

2.3.2 Responsibilities

The responsibilities of a Nomination Committee, as performed by the full Board, include devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Nomination Committee also oversees management succession plans including the Managing Director and his/her direct reports and evaluate the Board‘s performance and make recommendations for the appointment and removal of Directors. Currently the Board as a whole performs this role.

2.3.3 Criteria for selection of Directors

Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least one Director with experience appropriate to the Company‘s target market. In addition, Directors should have the relevant blend of personal experience in accounting and financial management and Director-level business experience.

3. Risk Management

3.1 Risk Management Policies

The Company‘s risk management strategy policy states that the Board as a whole is responsible for the oversight of the Company‘s risk management and control framework. The objectives of the Company‘s risk management strategy are to:

• identify risks to the Company,

• balance risk to reward,

• ensure regulatory compliance is achieved; and

• ensure senior management, the Board and investors understand the risk profile of the Company.

The Board monitors risk through various arrangements including:

• regular board meetings;

• share price monitoring;

• market monitoring; and

• regular review of financial position and operations.

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Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT

The Company has developed a Risk Register in order to assist with the risk management of the Company. The Company‘s risk management strategy was formally reviewed by the Board on 23 September 2011 and was considered a sound strategy for addressing and managing risk. A copy of the strategy is available on the Company‘s website.

4. Diversity

The Company recognises and respects the value of diversity at all levels of the organisation.

The Company is committed to setting measurable objectives for attracting and engaging women of the board level, in senior management and across the whole organisation.

As at the date of this report, the Company has the following proportion of women appointed:

to the Board - nil

to senior management – nil

to the organisation – 14%

5. Company Code Of Conduct

The Board adheres to and is responsible for enforcing the Code of Conduct set out in this Corporate Governance Statement.

The Company is committed to:

• applying the Company‘s funds efficiently to provide above average and sustainable return to shareholders through capital appreciation; and

• adopting high standards of occupational health and safety, environmental management and ethics.

The Board through the Managing Director monitors the Company‘s compliance with the Code of Conduct periodically. The Code of Conduct will be reviewed by the Board to ensure it reflects the standards of behaviour and practices necessary to maintain confidence in the Company‘s integrity.

The Code of Conduct applies to all the directors and employees of the Company who must comply with all legal obligations and the Company policies.

The Board and the executives are obligated to avoid situations of real or apparent conflict of interest between them as individuals and as Directors or employees of the Company. If a situation where a conflict of interest arises the Managing Director is to be notified; the matter will then be considered and the appropriate steps taken to avoid a repetition.

Any breach of Corporate Governance is to be reported directly to the Managing Director.

Corporate Responsibility

The Company complies with all legislative and common law requirements that affect its business, particularly environmental regulations, native title and cultural heritage laws.

A copy of the Company‘s Code of Conduct is available on the Company‘s website.

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Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ REPORT

Your directors present the following report on Rumble Resources Limited (referred to hereafter as ―The Company‖) for the financial period ended 30 June 2011.

DIRECTORS

The names of directors in office at any time during or since the end of the period are:

• Andrew McBain (Managing Director)

• Matthew Banks (Non-Executive Director)

• Michael Smith (Non-Executive Director) – Appointed 31 January 2011

• Terence Topping (Non-Executive Director) – Appointed 14 January 2011 and resigned 1 February 2011

Unless noted above, all directors have been in office since the start of the financial period to the date of this report.

COMPANY SECRETARY

The following persons held the position of company secretary during the financial period:

• Amanda Wilton Herald – Appointed 14 January 2011 and resigned 24 January 2011

• David Palumbo – Appointed 24 January 2011

Details of Mr Palumbo‘s experience are set out below under ‗Information on Directors‘

PRINCIPAL ACTIVITIES

The principal activity of the Company during the financial period was the acquisition and exploration and evaluation of precious and base metal projects.

OPERATING RESULTS

The loss of the Company after providing for income tax amounted to $125,035.

FINANCIAL POSITION

As at 30 June 2011 the Company had a cash balance of $2,913,739 and a net asset position of $3,047,834.

DIVIDENDS PAID OR RECOMMENDED

No dividends have been paid, and the directors do not recommend the payment of a dividend for the financial period ended 30 June 2011.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Rumble Resources Limited was incorporated as a public company limited by shares on 14 January 2011 and was admitted to the official list of the ASX on 28 June 2011. As disclosed in the events after reporting period, official quotation of the Company‘s securities commenced on 1 July 2011.

From the date of incorporation to 30 June 2011, 26,950,003 ordinary fully paid shares have been issued as follows:

• 3 ordinary shares were issued on incorporation at $1.00 per share totalling $3;

• 7,000,000 ordinary shares were issued to promoters at $0.0001 per share totalling $700;

• 2,300,000 ordinary shares were issued to seed investors at $0.05 per share totalling $115,000;

• 2,150,000 ordinary shares were issued to seed investors at $0.10 per share totalling $215,000;

• 15,000,000 ordinary shares were issued to IPO investors at $0.20 per share totalling $3,000,000;

• 500,000 ordinary shares were issued to vendors as part consideration for exploration assets acquired, with a deemed fair value of $0.20 per share totalling $100,000;

– 12 –

Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ REPORT

From the date of incorporation to 30 June 2011, 4,250,000 unlisted options exercisable at $0.25 on or before 31 July 2014 have been issued as follows:

• 4,000,000 unlisted options issued to directors and consultants to provide an incentive for future performance, with a deemed fair value of nil;

• 250,000 unlisted options issued to vendors as part consideration for exploration assets acquired, with a deemed fair value of $0.14 per option totalling $35,000;

There were no other significant changes in the state of affairs of the Company during the financial period.

REVIEW OF OPERATIONS

Rumble was incorporated on 14 January 2011 for the purpose of acquiring an interest in, exploring and subject to positive exploration results, developing mineral resource based projects.

During the financial period, Rumble entered into Option to Purchase Agreements over three projects. A summary of the details of the Option Agreements is as follows:

Paulsen’s South Project

The Company has entered into an Option to Purchase Agreement with Venture Minerals Ltd (ASX code: VMS) pursuant to which the Company will acquire 51% of the Paulsen‘s South Project (E08/1457, E08/1748 and E47/1765) in consideration for the completion of $500,000 of expenditure on the project within 3 years of being admitted to ASX. The Company can acquire a further 19% interest in the Paulsens South Project via the completion of a further $1,000,000 of expenditure on the Project within 5 years of being admitted to ASX.

Bulong Project

The Company has entered into an Option to Purchase Agreement with Scott Wilson to acquire an 80% interest in the Bulong Project (M25/180) by the payment of;

• $150,000 in three tranches over a period of 2 years of being admitted to ASX (in addition to the $5,000 paid upon execution); and

• the issue of 250,000 Shares and 250,000 Options.

Forrestania Project

The Company entered into an Option to Purchase Agreement with Sammy Resources Pty Ltd a wholly owned subsidiary of Cazaly Resources Ltd (ASX code: CAZ) to acquire 51% of the Forrestania Project (E77/1513, E77/1514 and E77/1635) on payment of $50,000 and the issue of 250,000 Shares. The Company can acquire a further 24% of the Forrestania Project via the completion of 1,000m of RC and /or diamond drilling.

Corporate

After lodgement of the Company‘s initial public offering prospectus with ASIC on 28 April 2011, Rumble closed its Initial Public Offer on 20 June 2011 fully oversubscribed, after raising $3,000,000. The Company was admitted to the official list of the ASX on 28 June 2011 and official quotation of the Company‘s securities commenced on 1 July 2011.

EVENTS AFTER THE REPORTING PERIOD

On 1 July 2011, official quotation of the Company‘s securities commenced.

Except for the above, no other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial periods.

– 13 –

Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ REPORT

INFORMATION ON DIRECTORS

Mr Andrew McBain

Managing Director

Mr McBain has significant corporate and business management experience having successfully developed a number of start-up businesses over the past 10 years. Mr McBain successfully founded and developed the largest grain production business in Australia, AACL Holdings Ltd, in addition to founding and being a key developer of the most successful carbon sequestration business in Australia, Carbon Conscious Ltd. The capital raised for these ventures has been in excess of $250 million since 2005.

Interest in Shares and Options

1,385,001 fully paid ordinary shares

750,000 options exercisable at $0.25 on or before 31 July 2014

Directorships held in other listed entities

Mr Matthew Banks

Carbon Conscious Ltd 23 February 2011 to present Carbon Conscious Ltd 1 September 2009 to 21 July 2010 Cauldron Energy Ltd 21 November 2002 to 4 June 2009

Non-executive Director

Mr Banks has over 10 years‘ experience specialising in marketing and public relations and more recently in finance. During that time Mr Banks has developed strong relationships with a number of leading public and private companies as well as with high net worth individuals from across a number of industries. Since 2005 Mr Banks has been involved in raising capital for a number of listed exploration companies and currently Mr Banks is working full time with a leading finance business based in Melbourne.

Interest in Shares and Options

Directorships held in other listed entities

Mr Michael Smith (BCom, CA)

1,250,001 fully paid ordinary shares 750,000 options exercisable at $0.25 on or before 31 July 2014

None

Non-executive Director (appointed 31 January 2011)

[Mr Smith is a director of Smith Feutrill and is a Chartered Accountant with ] over 25 years of experience in the accounting, business and taxation advice sectors. He is a Fellow of the Taxation Institute of Australia, a member of the ICAA‘s Forensic Accounting Special Interest Group and was Chief Executive of a division of a publicly listed national financial services consolidator for five years overseeing significant growth in that time.

Interest in Shares and Options

425,000 fully paid ordinary shares

125,000 options exercisable at $0.25 on or before 31 July 2014

Directorships held in other listed entities

None

– 14 –

Rumble Resources Ltd ABN 74 148 214 260

DIRECTORS’ REPORT

Mr Terence Topping (BAppSc geology, BSc (Hons) geology, FinSIA, MAusIMM)

Non-executive Director (resigned 1 February 2011)

Mr Topping has over 18 years of experience in the management of listed public companies on ASX and TSE. Mr Topping has experience in corporate finance, mergers and acquisitions and also as an exploration geologist in Australia and overseas.

Mr Topping was a founder of Taipan Resources NL, which listed as a gold exploration company in 1993 and which Mr Topping remained a director until 2002. During this time he was integral in the discovery of the high grade Paulsens gold deposit now mined by Northern Star Resources Ltd.

Since 1985, Mr Topping has gathered experience as an exploration geologist searching for gold, diamonds, base metals and recently in the uranium sector as the founder of Scimitar Resources Ltd now Cauldron Energy Ltd. Mr Topping is currently a non-executive director of Goldminco Corporation, a Toronto Stock Exchange-VE listed company focused on the exploration for copper in NSW.

Mr David Palumbo (BCom, CA)

Company Secretary (appointed 24 January 2011)

Mr Palumbo is a Chartered Accountant with over five years accounting experience as an auditor, where he was primarily involved in the statutory audits of large proprietary and ASX listed companies. Through his assistance in a range of professional services to clients, Mr Palumbo has gained a strong knowledge of International Financial Reporting Standards (IFRS) and internal controls.

Mr Palumbo is currently Company Secretary of Western Manganese Limited.

Mrs Amanda Wilton-Herald Company Secretary (resigned 24 January 2011) (BCom, CA)

Mrs Wilton-Heald is a Chartered Accountant with over thirteen years of experience within Australia and the UK. Mrs Wilton-Heald has six years experience as an auditor, where she was involved in the audit of ASX listed and LSE listed company Financial Statements. Mrs Wilton-Heald has five years accounting experience with a UK AIM listed company specialising in the provision of collaboration technology. Mrs Wilton-Heald has been involved in the listing of junior explorer companies on the ASX and has experience in corporate advisory and company secretarial services.

Mrs Wilton-Heald is currently Company Secretary of Cortona Resources Limited, Jacka Resources Limited and Potash West NL.

– 15 –

Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ REPORT

REMUNERATION REPORT

This report details the nature and amount of remuneration for each director of Rumble Resources Ltd and for the executives receiving the highest remuneration.

1. Employment Agreements

Mr Andrew McBain currently works for the Company in an executive capacity as Managing Director. Mr McBain‘s contract is for a term of 2 years from the commencement date with the option to extend for a further 2 years. Under the terms of the agreement, Mr McBain‘s annual salary is $100,000 plus superannuation. The Company may terminate Mr McBain‘s contract by giving Mr McBain a minimum of 3 months written notice or by paying Mr McBain 3 months‘ salary in lieu of notice. Mr McBain may terminate the contract by giving 3 months written notice to the Company.

Appointments of non-executive directors Matthew Banks and Michael Smith are formalised in the form of service agreements between themselves and the Company. Their engagements have no fixed term but cease on their resignation or removal as a director in accordance with the Corporations Act. They are entitled to receive directors‘ fees of $25,000 per annum plus statutory superannuation. The service agreements state that this would occur from the date of listing with the ASX.

2. Remuneration policy

The Company‘s remuneration policy has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Company‘s financial results. Currently those long-term incentives include shares and options acquired by the executives prior to the Australian Securities Exchange listing of the Company. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Company, as well as create goal congruence between directors, executives and shareholders.

The board‘s policy for determining the nature and amount of remuneration for board members and senior executives of the Company is as follows:

• The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board

• All executives receive a base salary (which is based on factors such as length of service and experience), superannuation and are entitled to the issue of share options. The Board reviews executive packages annually by reference to the Company‘s performance, executive performance and comparable information from industry sectors.

The performance of executives is measured against criteria agreed annually with each executive and is based predominantly on the forecast growth of the Company‘s shareholders‘ value. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Board‘s recommendations. Any changes must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.

Executives are also entitled to participate in the employee share and option arrangements.

The executive director receives a superannuation guarantee contribution required by the government, which is currently 9%, and does not receive any other retirement benefits.

All remuneration paid to directors and executives is valued at the cost to the Company and expensed, or capitalised to exploration expenditure if appropriate. Options, if given to directors and executives in lieu of remuneration, are valued using the Black-Scholes methodology.

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Rumble Resources Ltd ABN 74 148 214 260

DIRECTORS’ REPORT

The board policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to the performance of the Company. However, to align directors‘ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in the employee share option plan.

3. Options issued as part of remuneration for the period ended 30 June 2011

1,875,000 unlisted options were issued to Directors as part of their remuneration during the period. The options were not issued based on performance criteria, but are issued to Directors of Rumble Resources Limited to increase goal congruence between Directors and shareholders.

The Company has established an employee share option plan. During the period no options were issued to employees as part of their remuneration under the employee share option plan.

4. Details of remuneration for the period ended 30 June 2011

The remuneration for each key management personnel of the Company during the period was as follows:

Key Management Person Directors Andrew McBain Matthew Banks Michael Smith Terence Topping	Short-term Benefits Post- employment Benefits Other Long- term Benefits Share based Payment Total Value of Options Remuneration Performance Related Cash, salary & commissions Super- annuation Other Equity Options $ $ $ $ $ $ % % 25,000 - - - - 25,000 - - - - - - - - - - - - - - - - - - - - - - - - - -
	25,000 - - - - 25,000 - -

Mining Corporate Pty Ltd, a company of which the Company Secretary, Mr David Palumbo is an employee, was paid or due to be paid $nil in cash and equity for company secretarial and accounting services.

Remuneration information for the 2010 financial year is not applicable as this is the Company‘s first reporting period since incorporation.

– 17 –

Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ REPORT

5. Options and Rights Over Equity Instruments Granted as Compensation

Details of options over ordinary shares in the Company that were granted as compensation to each key management person during the period and details of options that were vested during the period are as follows:

Director/Key	Number	Grant Date	Fair Value per	Exercise	Expiry Date	Number
Management	Options		Option at	Price per		Options
Personnel	Granted		Grant Date	Option		Vested
	During					During
	Period					Period
Andrew McBain	750,000	15 January 2011	-	$0.25	31 July 2014	750,000
Matthew Banks	750,000	15 January 2011	-	$0.25	31 July 2014	750,000
Michael Smith	125,000	15 January 2011	-	$0.25	31 July 2014	125,000
Terence Topping	250,000	15 January 2011	-	$0.25	31 July 2014	250,000

MEETINGS OF DIRECTORS

During the financial period, 3 meetings of directors were held. Attendances by each director during the period were as follows:

	Directors’	Meetings
	Number eligible to	Number attended
	attend
Andrew McBain	3	3
Matthew Banks	3	3
Michael Smith	2	2
Terence Topping	1	1

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

Further information, other than as disclosed this report, about likely developments in the operations of the Company and the expected results of those operations in future periods has not been included in this report as disclosure of this information would be likely to result in unreasonable prejudice to the Company.

ENVIRONMENTAL ISSUES

The Company‘s operations are subject to significant environmental regulation under the law of the Commonwealth and State in relation to discharge of hazardous waste and materials arising from any mining activities and development conducted by the Company on any of its tenements. To date the Company has only carried out exploration activities and there have been no known breaches of any environmental obligations.

The directors have considered the National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act will have no effect on the Company for the current, nor subsequent financial period. The directors will reassess this position as and when the need arises.

– 18 –

Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ REPORT

INDEMNIFYING AND INSURANCE OF OFFICERS

The Company has entered into deeds of indemnity with each director whereby, to the extent permitted by the Corporations Act 2001, the Company agreed to indemnify each director against all loss and liability incurred as an officer of the Company, including all liability in defending any relevant proceedings.

The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The disclosure of the amount of the premium is prohibited by the insurance policy.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the period.

OPTIONS

At the date of this report, the unissued ordinary shares of Rumble Resources Limited under option are as follows:

Issue Date	Date of Expiry	Exercise Price	Number under Option
15 January 2011	31 July 2014	$0.25	4,000,000
24 June 2011	31 July 2014	$0.25	250,000

During the period ended 30 June 2011, no ordinary shares of Rumble Resources Limited were issued on the exercise of options. No further shares have been issued as a result of the exercise of options since year end.

No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

NON-AUDIT SERVICES

The following fees were paid or payable to the external auditors for non audit services provided during the period ended 30 June 2011.

• investigating accountants report

8,000

AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor‘s independence declaration for the period ended 30 June 2011 has been received and can be found on page 19 of the directors‘ report.

Signed in accordance with a resolution of the Board of Directors.

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Andrew McBain, Director Dated this 27[th] day of September 2011

– 19 –

To The Board of Directors

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This declaration is made in connection with our audit of the financial report of Rumble Resources Limited for the period ended 30 June 2011 and in accordance with the provisions of the Corporations Act 2001 .

We declare that, to the best of our knowledge and belief, there have been:

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• no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

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• no contraventions of the Code of Professional Conduct of the Institute of Chartered Accountants in Australia in relation to the audit.

Yours faithfully

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BENTLEYS Chartered Accountants

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CHRIS WATTS CA Director

DATED at PERTH this 27th day of September 2011

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We have audited the accompanying financial report of Rumble Resources Limited (―the Company‖), which comprises the statement of financial position as at 30 June 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, notes comprising a summary of accounting policies, other explanatory notes and the directors‘ declaration.

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The directors of the Company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standards AASB 101: Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

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Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor‘s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity‘s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity‘s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

– 21 –

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In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

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In our opinion:

• a. The financial report of Rumble Resources Limited is in accordance with the Corporations Act 2001 , including:

• i. giving a true and fair view of the Company‘s financial position as at 30 June 2011 and of its performance for the period ended on that date; and

• ii. complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• b. The financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

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We have audited the Remuneration Report included in directors‘ report for the period ended 30 June 2011. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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In our opinion, the Remuneration Report of Rumble Resources Limited for the period ended 30 June 2011, complies with section 300A of the Corporations Act 2001 .

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BENTLEYS Chartered Accountants

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CHRIS WATTS CA Director

DATED at PERTH this 27th day of September 2011

Rumble Resources Ltd

ABN 74 148 214 260

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE 2011

Note Revenue Administration expenses Compliance and regulatory expense Directors fees Travel and accommodation Loss before income tax expense Income tax expense 2 Loss for the period Other comprehensive income Other Comprehensive Income for the period, net of tax Total comprehensive income attributable to members of the parent entity Loss Per Share Basic and diluted loss per share (cents per share) 3	14 Jan 2011 to 30 June 2011 $ - (43,407) (9,563) (25,000) (47,065)
	(125,035) -
	(125,035)
	-
	(125,035)
	(1.40)

The accompanying notes form part of these financial statements.

– 23 –

Rumble Resources Ltd

ABN 74 148 214 260

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011

Note ASSETS CURRENT ASSETS Cash and cash equivalents 4 Trade and other receivables 5 Other assets 6 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Exploration and evaluation expenditure 7 Plant and equipment 8 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 9 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 10 Reserves 11 Accumulated losses TOTAL EQUITY	2011 $ 2,913,739 25,846 17,386
	2,956,971
	261,225 7,498
	268,723
	3,225,694
	177,860
	177,860
	177,860
	3,047,834
	3,137,869 35,000 (125,035)
	3,047,834

The accompanying notes form part of these financial statements.

– 24 –

Rumble Resources Ltd

ABN 74 148 214 260

STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2011

Balance at 14 January 2011 Loss for the period Other comprehensive income Total comprehensive income Transactions with owner directly recorded in equity Shares issued during the period Options issued during the period Less: transaction costs arising from issue of shares Balance at 30 June 2011	Issued Capital Share based payment reserve Accumulated losses Total $ $ $ $
	- - - - - - (125,035) (125,035) - - - -
	- - (125,035) (125,035)
	3,430,703 - - 3,430,703 (292,834) 35,000 - - - 35,000 (292,834)
	3,137,869 35,000 (125,035) 3,047,834

The accompanying notes form part of these financial statements.

– 25 –

Rumble Resources Ltd

ABN 74 148 214 260

STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2011

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Exploration and evaluation expenditure Net cash (used in) operating activities 15 CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration and evaluation assets Purchase of plant and equipment Net cash (used in) provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payment of transaction costs associated with capital raising Net cash provided by financing activities Net increase/ (decrease) in cash held Cash at beginning of financial period Cash at end of financial period 4	14 Jan 2011 to 30 June 2011 $ (124,098) (4,024)
	(128,122)
	(115,036) (7,736)
	(122,772)
	3,330,703 (166,070)
	3,164,633
	2,913,739 -
	2,913,739

The accompanying notes form part of these financial statements.

– 26 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

These financial statements and notes represent those of Rumble Resources Limited (the ―Company‖). Rumble Resources is a listed public Company, incorporated and domiciled in Australia.

The financial statements were authorised for issue on 27[th] September 2011 by the directors of the Company.

Basis of Preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected financial assets for which the fair value basis of accounting has been applied.

Comparatives

Rumble Resources Ltd was incorporated on 14 January 2011 and this is the Company‘s first financial report since incorporation. As a result there are no comparatives to include in the 30 June 2011 financial report.

Accounting Policies

The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report.

a) Income Tax

The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the period as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

– 27 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

a) Income Tax (continued)

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

b) Plant and Equipment

Items of plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset‘s employment and subsequent disposal.

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the Company commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate Office equipment 40.0%

The assets‘ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset‘s carrying amount is written down immediately to its recoverable amount if the asset‘s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in profit or loss. When re-valued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.

– 28 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the period in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that the restoration will be completed within one period of abandoning the site.

d) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

– 29 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• e) Financial Instruments

Initial recognition and measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transaction costs where the instrument is not classified as ‗at fair value through profit or loss‘, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as:

• a) the amount at which the financial asset or financial liability is measured at initial recognition;

• b) less principal repayments;

• c) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and

• d) less any reduction for impairment.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

The Company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

• Financial assets at fair value through profit and loss

Financial assets are classified ‗at fair value through profit or loss‘ when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance valuation where a Company of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in the carrying value being included in profit or loss.

– 30 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets).

f) Financial Instruments

 Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company‘s intention to hold these investments to maturity. They are subsequently measured at amortised cost.

Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other investments are classified as current assets).

If during the period the Company sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale.

 Available for sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other financial assets are classified as current assets).

 Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Fair Value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all unlisted securities, including recent arm‘s length transactions, reference to similar instruments and option pricing models.

– 31 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment

At each reporting date the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the statement of comprehensive income.

De-recognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity is no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of noncash assets or liabilities assumed, is recognised in profit or loss.

g) Impairment of Assets

At the end of each reporting date, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, the recoverable amount of the asset, being the higher of the asset‘s fair value less costs to sell and value in use, is compared to the asset‘s carrying value. Any excess of the asset‘s carrying value over its recoverable amount is expensed.

Impairment testing is performed annually for intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

h) Employee Benefits

Provision is made for the company‘s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within a 12 month period have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than 12 months have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Equity-settled compensation

The Company operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black –Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

– 32 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

i) Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

j) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of 3 months or less.

k) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

All revenue is stated net of the amount of goods and services tax (GST).

l) Borrowing Costs

All borrowing costs are recognised as expense in the period in which they are incurred.

m) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

n) Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

Environmental Issues

Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the Company‘s development and its current environmental impact the directors believe such treatment is reasonable and appropriate.

– 33 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Taxation

Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Company as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors‘ best estimate, pending an assessment by the Australian Taxation Office.

Exploration and Evaluation Expenditure

Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current. These costs are carried forward in respect of an area that has not at balance date reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, refer to the accounting policy stated in note 1(c).

Share based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model, using the assumptions detailed in note 12.

For equity transactions with consultants and other employees, the fair value reflects the value attributable to services where applicable. Where there is no quantifiable value of services the value of options is calculated using the Black and Scholes option pricing model.

– 34 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

o) New accounting standards for application in future periods

The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods and which the Company has decided not to early adopt. A discussion of those future requirements and their impact on the Company is as follows:

• AASB 9: Financial Instruments (December 2010) (applicable for annual reporting periods commencing on or after 1 January 2013).

• This Standard is applicable retrospectively and includes revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments. The Company has not yet determined any potential impact on the financial statements.

The key changes made to accounting requirements include:

• simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;

• simplifying the requirements for embedded derivatives;

• removing the tainting rules associated with held-to-maturity assets;

• removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;

• allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument;

• requiring financial assets to be reclassified where there is a change in an entity‘s business model as they are initially classified based on: (a) the objective of the entity‘s business model for managing the financial assets; and (b) the characteristics of the contractual cash flows; and

• requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity‘s own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.

• AASB 1053: Application of Tiers of Australian Accounting Standards and AASB 2010–2: Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements [AASB 1, 2, 3, 5, 7, 8, 101, 102, 107, 108, 110, 111, 112, 116, 117, 119, 121, 123, 124, 127, 128, 131, 133, 134, 136, 137, 138, 140, 141, 1050 & 1052 and Interpretations 2, 4, 5, 15, 17, 127, 129 & 1052] (applicable for annual reporting periods commencing on or after 1 July 2013).

• AASB 1053 establishes a revised differential financial reporting framework consisting of two tiers of financial reporting requirements for those entities preparing general purpose financial statements:

• Tier 1: Australian Accounting Standards; and

• Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements.

– 35 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• o) New accounting standards for application in future periods (continued)

Tier 2 of the framework comprises the recognition, measurement and presentation requirements of Tier 1, but contains significantly fewer disclosure requirements.

• The following entities are required to apply Tier 1 reporting requirements (ie full IFRS):

• for-profit private sector entities that have public accountability; and

• the Australian Government and state, territory and local governments.

Since the Company is a for-profit private sector entity that has public accountability, it does not qualify for the reduced disclosure requirements for Tier 2 entities.

AASB 2010–2 makes amendments to Australian Accounting Standards and Interpretations to give effect to the reduced disclosure requirements for Tier 2 entities. It achieves this by specifying the disclosure paragraphs that a Tier 2 entity need not comply with as well as adding specific ―RDR‖ disclosures.

• AASB 2009–12: Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] (applicable for annual reporting periods commencing on or after 1 January 2011).

This Standard makes a number of editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRSs by the IASB. The Standard also amends AASB 8 to require entities to exercise judgment in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. The amendments are not expected to impact the Company.

• AASB 2009–14: Amendments to Australian Interpretation – Prepayments of a Minimum Funding Requirement [AASB Interpretation 14] (applicable for annual reporting periods commencing on or after 1 January 2011).

This Standard amends Interpretation 14 to address unintended consequences that can arise from the previous accounting requirements when an entity prepays future contributions into a defined benefit pension plan.

This Standard is not expected to impact the Company.

• AASB 2010–4: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101 & AASB 134 and Interpretation 13] (applicable for annual reporting periods commencing on or after 1 January 2011).

This Standard details numerous non-urgent but necessary changes to Accounting Standards arising from the IASB‘s annual improvements project. Key changes include:

• clarifying the application of AASB 108 prior to an entity‘s first Australian-Accounting-Standards financial statements;

• adding an explicit statement to AASB 7 that qualitative disclosures should be made in the context of the quantitative disclosures to better enable users to evaluate an entity‘s exposure to risks arising from financial instruments;

• amending AASB 101 to the effect that disaggregation of changes in each component of equity arising from transactions recognised in other comprehensive income is required to be presented, but is permitted to be presented in the statement of changes in equity or in the notes;

• adding a number of examples to the list of events or transactions that require disclosure under AASB 134; and

• making sundry editorial amendments to various Standards and Interpretations.

– 36 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• o) New accounting standards for application in future periods (continued)

• AASB 2010–5: Amendments to Australian Accounting Standards [AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 and Interpretations 112, 115, 127, 132 & 1042] (applicable for annual reporting periods beginning on or after 1 January 2011).

This Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRSs by the IASB. However, these editorial amendments have no major impact on the requirements of the respective amended pronouncements.

• AASB 2010–6: Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets [AASB 1 & AASB 7] (applicable for annual reporting periods beginning on or after 1 July 2011).

This Standard adds and amends disclosure requirements about transfers of financial assets, especially those in respect of the nature of the financial assets involved and the risks associated with them. Accordingly, this Standard makes amendments to AASB 1: First-time Adoption of Australian Accounting Standards, and AASB 7: Financial Instruments: Disclosures, establishing additional disclosure requirements in relation to transfers of financial assets.

• This Standard is not expected to impact the Company.

• AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127] (applies to periods beginning on or after 1 January 2013).

This Standard makes amendments to a range of Australian Accounting Standards and Interpretations as a consequence of the issuance of AASB 9: Financial Instruments in December 2010. Accordingly, these amendments will only apply when the entity adopts AASB 9.

As noted above, the Company has not yet determined any potential impact on the financial statements from adopting AASB 9.

• AASB 2010–8: Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112] (applies to periods beginning on or after 1 January 2012).

This Standard makes amendments to AASB 112: Income Taxes.

The amendments brought in by this Standard introduce a more practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model under AASB 140: Investment Property.

Under the current AASB 112, the measurement of deferred tax liabilities and deferred tax assets depends on whether an entity expects to recover an asset by using it or by selling it. The amendments introduce a presumption that an investment property is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale.

The amendments brought in by this Standard also incorporate Interpretation 121 into AASB 112.

• The amendments are not expected to impact the Company.

• AASB 2010–9: Amendments to Australian Accounting Standards – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters [AASB 1] (applies to periods beginning on or after 1 July 2011).

• This Standard makes amendments to AASB 1: First-time Adoption of Australian Accounting Standards.

– 37 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

• o) New accounting standards for application in future periods (continued)

The amendments brought in by this Standard provide relief for first-time adopters of Australian Accounting Standards from having to reconstruct transactions that occurred before their date of transition to Australian Accounting Standards.

Furthermore, the amendments brought in by this Standard also provide guidance for entities emerging from severe hyperinflation either to resume presenting Australian-Accounting-Standards financial statements or to present Australian-Accounting-Standards financial statements for the first time.

• This Standard is not expected to impact the Company.

• AASB 2010–10: Further Amendments to Australian Accounting Standards – Removal of Fixed Dates for First-time Adopters [AASB 2009–11 & AASB 2010–7] (applies to periods beginning on or after 1 January 2013).

This Standard makes amendments to AASB 2009–11: Amendments to Australian Accounting Standards arising from AASB 9, and AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010).

The amendments brought in by this Standard ultimately affect AASB 1: First-time Adoption of Australian Accounting Standards and provide relief for first-time adopters from having to reconstruct transactions that occurred before their transition date.

[The amendments to AASB 2009–11 will only affect early adopters of AASB 2009–11 (and AASB 9: Financial Instruments that was issued in December 2009) as it has been superseded by AASB 2010– 7.]

• AASB 2009–12: Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] (applicable for annual reporting periods commencing on or after 1 January 2011).

This Standard makes a number of editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRSs by the IASB. The Standard also amends AASB 8 to require entities to exercise judgment in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. The amendments are not expected to impact the Company.

• This Standard is not expected to impact the Company.

– 38 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

	2011 $ - -
NOTE 2: INCOME TAX EXPENSE a. The components of tax expense comprise: Current tax Deferred tax Income tax as reported in the statement of comprehensive income b. Reconciliation of income tax expense to prima facie tax payable: Loss from ordinary activities before income tax expense Prima facie tax benefit on loss from ordinary activities before income tax at 30% Increase in income tax due to: - Non-deductible expenses - Current period tax losses not recognised Decrease in income tax expense due to: - Deductible equity raising costs Income tax attributable to operating loss c. Recognised deferred tax assets Tax losses Accruals Plant & equipment Total Less: Set off of deferred tax liabilities Net deferred tax asset d. Recognised deferred tax liabilities Exploration expenditure Prepayments Total Less: Set off of deferred tax assets Net deferred tax liabilities
	-
	(125,035) (37,511) 1,470 53,611 (17,570)
	-
	75,758 2,640 122
	78,520 (78,520)
	-
	78,367 153
	78,250 (78,250)
	-

– 39 –

ABN 74 148 214 260

Rumble Resources Ltd

NOTES TO THE FINANICAL STATEMENTS

e. Unused tax losses and temporary differences for which no deferred tax asset has been recognised at 30%: Deductible temporary differences Tax revenue losses	2011 $ 70,280 53,610
	123,890

Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at 30 June 2011 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if:

• the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss and exploration expenditure to be realised;

• no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the loss and exploration expenditure.

NOTE 3: EARNINGS PER SHARE

Basic/diluted loss per share The loss and weighted average number of ordinary shares used in this calculation of basic/ diluted loss per share are as follows: Loss Weighted average number of ordinary shares for the purposes of basic/ diluted loss per share	Cents per share (1.40)
	$ (125,035) Number 8,909,140

As the Company is in a loss position the options outstanding at 30 June 2011 have no dilutive effects on the earnings per share calculation.

– 40 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 4: CASH AND CASH EQUIVALENTS Cash at bank NOTE 5: TRADE AND OTHER RECEIVABLES Current GST receivable NOTE 6: OTHER ASSETS Current Prepayments The value of the Company‘s interest in exploration expenditure is dependent upon: NOTE 7: EXPLORATION AND EVALUATION EXPENDITURE Exploration expenditure capitalised - Exploration and evaluation phase A reconciliation of the carrying amount of exploration and evaluation expenditure is set out below: - Carrying amount at the beginning of the period - Costs capitalised during the period - Costs written off during the period Carrying amount at the end of the period	2011 $ 2,913,739
	25,846
	17,386
	261,225
	- 261,225 -
	261,225

• the continuance of the Company‘s rights to tenure of the areas of interest;

• the results of future exploration; and

• the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.

The Company‘s exploration properties may be subjected to claim(s) under native title, or contain sacred sites, or sites of significance to Aboriginal people. As a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist, or the quantum of such claims.

– 41 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 8: PLANT AND EQUIPMENT Office Equipment At cost Accumulated depreciation Total Plant and Equipment	2011 $ 7,736 (238)
	7,498

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial period:

Office Equipment Additions Disposals Depreciation Balance at 30 June 2011 NOTE 9: TRADE AND OTHER PAYABLES Current Sundry payables and accrued expenses Trade creditors are expected to be paid on 30 day terms. NOTE 10: ISSUED CAPITAL Fully paid ordinary shares with no par value Movement in ordinary shares Balance at beginning of period Incorporation shares issued on 14 January 2011 Promoter shares issued on 15 January 2011 Seed shares issued on 1 February 2011 Seed shares issued on 2 March 2011 Seed shares issued on 7 April 2011 Vendor shares issued on 24 June 2011 IPO shares issued on 24 June 2011 Less: Transaction costs arising from issue of shares Balance at reporting date	7,736 - (238) 7,498 177,860 2011 No. 2011 $ 26,950,003 3,137,869	7,736 - (238)
		7,498
		177,860
	- - 3 3 7,000,000 700 1,500,000 75,000 800,000 40,000 2,150,000 215,000 500,000 100,000 15,000,000 3,000,000 - (292,834)
	26,950,003 3,137,869

– 42 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

Terms and conditions of issued capital

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held.

At the shareholders‘ meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

Capital risk management

The Company‘s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders.

The Company‘s capital includes ordinary share capital and financial liabilities, supported by financial assets.

Due to the nature of the Company‘s activities, being mineral exploration, it does not have ready access to credit facilities, with the primary source of funding being equity raisings. Accordingly, the objective of the Company‘s capital risk management is to balance the current working capital position against the requirements of the Company to meet exploration programmes and corporate overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

Cash and cash equivalents Trade and other receivables Trade and other payables Working capital position NOTE 11: RESERVES Share based payments reserve Movement in share based payment reserve Balance at beginning of period Options issued during the period Balance at reporting date	2011 $ 2,913,739 25,846 (177,860)
	2,761,725
	35,000
	- 35,000
	35,000

Share based payment reserve

The share based payments reserve arises on the grant of share options to Directors, Executives and senior employees as part of their remuneration and to consultants for services provided. Further information about share-based payments to employees is made in Note 12 to the financial statements.

– 43 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

Share options

There were 4,250,000 unlisted options issued during the period. During the period, no options were exercised.

At 30 June 2011 the following options over unissued shares were outstanding:

• 4,250,000 unlisted options exercisable at $0.25 on or before 31 July 2014

Options carry no rights to dividends and have no voting rights.

For further details regarding options issued, exercised, lapsed and outstanding at period end, refer to note 12 for share based payments.

NOTE 12: SHARE BASED PAYMENTS

2011 $ The following share based payments were made during the period: Ordinary shares On 24 June 2011, 500,000 ordinary shares were issued to vendors as part consideration for exploration assets acquired 100,000

Fair value of shares issued during the period:

The ordinary shares were deemed to have a fair value of $0.20 per share, determined by reference to market price.

Share options

On 15 January 2011, 4,000,000 unlisted options exercisable at $0.25 on or before 31 July 2014 were issued to directors and consultants - On 24 June 2011, 250,000 unlisted options exercisable at $0.25 on or before 31 July 2014 were issued to vendors 35,000 35,000

Fair value of shares options issued during the period:

The 4,000,000 unlisted options issued to directors and consultants on 15 January 2011 for nil consideration, were deemed to have a nil fair value based on the company being in the early stages of its establishment.

The 250,000 unlisted options issued to vendors on 24 June 2011 for nil consideration, were deemed to have a fair value of $0.14 per option. This value was calculated using the Black-scholes option pricing model applying the following inputs:

following inputs:
Share price	$0.20
Exercise price	$0.25
Expected volatility	120%
Dividend yield	0%
Risk-free interest rate	5.00%
Annualised time to expiry	3.00

– 44 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 12: SHARE BASED PAYMENTS (CONTINUED)

A summary of the movements of all company options issued is as follows:

Options outstanding as at 14 January 2011 Granted Forfeited Exercised Expired Options outstanding as at 30 June 2011 Options exercisable as at 30 June 2011	Number Weighted Average Exercise Price ($) - - 4,250,000 0.25 - - - - - -
	4,250,000 0.25
	4,250,000 0.25

The 4,000,000 unlisted options issued to directors and consultants are subject to an escrow period of 24 months from date of ASX listing, being 1 July 2011.

The 250,000 unlisted options issued to vendors are subject to an escrow period of 12 months from date of issue, being 24 June 2011.

NOTE 13: INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP)

2011 $

Remuneration of Key Management Personnel

Refer to the Remuneration Report contained in the Directors‘ Report for details of the remuneration paid or payable to each member of the Company‘s key management personnel for the period ended 30 June 2011.

The totals of remuneration paid to the KMP of the Company during the period are as follows:

Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments	25,000 - - - -
	25,000

– 45 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 13: INTERESTS OF KEY MANAGEMENT PERSONNEL (CONTINUED)

Options Holdings

Number of Options $0.25 Expiring 31 July 2014 Held by Key Management Personnel

Directors Andrew McBain Matthew Banks Michael Smith Terence Topping Total	Balance 14.1.2011 No. Granted as Compen- sation No. Options Exercised No. Net Change Other No. Balance 30.6.2011 No. Total Vested and exercisable 30.6.2011 No. - 750,000 - - 750,000 750,000 - 750,000 - - 750,000 750,000 - 125,000 - - 125,000 125,000 - 250,000 - (250,000) - -
	- 1,875,000 - (250,000) 1,625,000 1,625,000

All the above options are vested and exercisable as at reporting date, but are held in escrow until 1 July 2013.

Shareholdings

Number of Shares held by Key Management Personnel

Directors Andrew McBain Matthew Banks Michael Smith Terence Topping Total	Balance 14.1.2011 No. Received as Compen- sation No. Options Exercised No. Net Change Other No. Balance 30.6.2011 No. Total held in escrow 30.6.2011 No. - - - 1,260,001 1,260,001 1,250,000 - - - 1,250,001 1,250,001 1,250,000 - - - 425,000 425,000 300,000 - - - - - -
	- - - 2,935,002 2,935,002 2,800,000

Other KMP Transactions:

There have been no other transactions involving equity instruments other than those described in the tables above. There were no other transactions with key management personnel during the period.

NOTE 14: AUDITORS’ REMUNERATION Remuneration of the auditor of the parent entity for: — Investigating accountants report — auditing or reviewing the financial report	2011 $ 8,000 7,000
	15,000

– 46 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 15: CASHFLOW INFORMATION a. Reconciliation of Cash Flow from Operations with Loss after Income Tax Loss after income tax Non-cash flows in loss Depreciation Changes in assets and liabilities; (Increase)/decrease in trade and other receivables (Increase)/decrease in prepayments (Increase)/decrease in exploration expenditure Increase/(decrease) in trade payables and accruals Increase/(decrease) in financial liabilities Cashflow from operations

2011 $ (125,035) 238 (25,846) (11,883) (4,024) 38,428 -

(128,122)

• b. Non-cash Financing and Investing Activities

500,000 ordinary shares with a fair value of $0.20 each and 250,000 unlisted options with fair value of $0.14 each were issued during the period as part of consideration of exploration assets acquired from vendors.

NOTE 16: EVENTS AFTER REPORTING PERIOD

On 1 July 2011, official quotation of the Company‘s securities commenced.

Except for the above, no other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial periods.

NOTE 17: COMMITMENTS

Exploration expenditure commitments

In order to maintain current rights of tenure to exploration tenements, the Company is required to perform minimum exploration work to meet the minimum expenditure requirements specified by the relevant authorities. These obligations are subject to renegotiation when application for a mining lease is made and at other times. These obligations are not provided for in the financial report. The actual expenditures to date on tenements have exceeded the minimum expenditure requirements specified by the relevant authorities during the current tenement grant periods.

– 47 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 17: COMMITMENTS (CONTINUED)

Not Longer than 12 months Between 12 months and 5 years Longer than 5 years	2011 $ 108,658 170,506 142,981
	422,145

If the Company decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the Statement of Financial Position may require review to determine the appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations. The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective mining areas.

There are no other commitments at 30 June 2011.

NOTE 18: CONTINGENT LIABILITIES

In the opinion of the directors there were no contingent liabilities at 30 June 2011, and the interval between 30 June 2011 and the date of this report.

NOTE 19: OPERATING SEGMENTS

The Company has identified its operating segments based on the internal reports that are reviewed and used by the board of directors (chief operating decision makers) in assessing performance and determining the allocation of resources. During the period, the Company is managed primarily on the basis of one geographical segment being Australia, and two business segments being mineral exploration and treasury.

Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect to operating segments are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

Inter-segment transactions

Inter-segment loans payable and receivable are initially recognised at the consideration received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

– 48 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 19: OPERATING SEGMENTS (CONTINUED)

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

Unallocated item s

The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

• Head office and other administrative expenditure

(a) Segment performance Period Ended 30 June 2011 Revenue Interest revenue Total segment revenue Reconciliation of segment revenue to Company revenue Unallocated revenue Total Company revenue Segment net profit before tax Reconciliation of segment result to net profit (loss) before tax Unallocated items: -Other Net loss before tax from continuing operations	Exploration – Other Treasury $ $ - -	Total Operations $ -
	- -	-
	- - - -	- -
	- -	-
		(125,035)
		(125,035)

– 49 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 19: OPERATING SEGMENTS (CONTINUED)

(b) Segment assets As at 30 June 2011 Segment assets Segment asset increases/(decreases) for the period: -Cash and cash equivalents -exploration expenditure Reconciliation of segment assets to total assets Trade and other receivables Other assets Plant and equipment Total Company assets (c) Segment liabilities As at 30 June 2011 Segment liabilities Reconciliation of segment liabilities to total liabilities Other liabilities Total liabilities from continuing operations	Exploration – Other Treasury $ $ 261,225 2,913,739 - 2,913,739 261,225 -	Total Operations $ 3,174,964 2,913,739 261,225
	261,225 2,913,739	3,174,964
	Exploration – Other Treasury $ $ 7,165 -	25,846 17,386 7,498
		3,225,694
		Total Operations $ 7,165 170,695
		177,860

– 50 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 20: FINANCIAL RISK MANAGEMENT

The Company‘s financial instruments consist mainly of deposits with banks, accounts receivable and accounts payable.

The Board of Directors has overall responsibility for the oversight and management of the Company‘s exposure to a variety of financial risks (including market risk, credit risk and liquidity risk).

Credit risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Statement of Financial Position and notes to the financial statements.

The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company‘s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions is spread amongst approved counterparties.

Credit risk related to balances with banks and other financial institutions is managed by the board. The board‘s policy requires that surplus funds are only invested with counterparties with a Standard & Poor‘s rating of at least AA-. All of the Company‘s surplus funds are invested with AA Rated financial institutions.

The credit risk for counterparties included in cash and cash equivalents at 30 June 2011 is detailed below:

	2011
	$
Financial assets:
Cash and cash equivalents
- AA rated counterparties	2,913,739

The Company does not have any material credit risk exposure to any single receivable or Company of receivables under financial instruments entered into by the Company.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company‘s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company‘s reputation.

The responsibility with liquidity risk management rests with the Board of Directors. The Company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate working capital is maintained. The Company‘s policy is to ensure that it has sufficient cash reserves to carry out its planned exploration activities over the next 12 months.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company‘s income or the value of its holdings of financial instruments.

– 51 –

Rumble Resources Ltd

ABN 74 148 214 260

NOTES TO THE FINANICAL STATEMENTS

NOTE 20: FINANCIAL RISK MANAGEMENT (CONTINUED)

Interest rate risk

Interest rate sensitivity analysis

The following table illustrates sensitivities to the Company‘s exposures to changes in interest rates. The tables indicates the impact of how profit and equity values reports at balance date would have been affected by changes in the relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable is independent of other variables.

At 30 June 2011, the effect on loss and equity as a result of changes in the interest rate, with all other variable remaining constant would be as follows:

ing constant would be as follows:
CHANGE IN LOSS	Change $
Increase in interest rate by 200 basis points	58,725
Decrease in interest rate by 200 basis points	(58,725)
CHANGE IN EQUITY	Change $
Increase in interest rate by 200 basis points	58,725
Decrease in interest rate by 200 basis points	(58,725)

Fair value of financial instruments

The Directors consider that the carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their fair value.

– 52 –

Rumble Resources Ltd

ABN 74 148 214 260

CORPORATE DIRECTORY

PRINCIPAL OFFICE

Rumble Resources Ltd Suite 24, 22 Railway Road Subiaco, WA 6008 Tel: 08 9388 8041 Fax: 08 9388 8042 Email: enquiries@rumbleresources.com.au Web: www.rumbleresources.com.au

REGISTERED OFFICE

Suite 35, 22 Railway Road Subiaco, WA 6008

DIRECTORS

Andrew McBain – Managing Director Matthew Banks – Non-Executive Director Michael Smith – Non-Executive Director

COMPANY SECRETARY

David Palumbo

SHARE REGISTRAR

Advanced Share Registry 150 Stirling Hwy, Nedlands WA 6009 Tel: 08 9389 8033 Fax: 08 9389 7871 Web: www.advancedshare.com.au

AUDITORS

Bentleys Level 1, 12 Kings Park Road, West Perth WA 6005

LAWYERS

Price Sierakowski Level 24, St Martin‘s Tower, 44 St Georges Terrace, Perth WA 6000

STOCK EXCHANGE CODE – RTR

– 53 –

Rumble Resources Ltd

ABN 74 148 214 260

DIRECTORS’ DECLARATION

The directors of the Company declare that:

1. the financial statements and notes are in accordance with the Corporations Act 2001 and:

2. a) comply with Accounting Standards and the Corporations Regulations 2001; and

3. b) give a true and fair view of the Company‘s financial position as at 30 June 2011 and its performance for the period ended on that date; and

4. c) are in accordance with International Financial Reporting Standards, as stated in note 1 to the financial statements; and

5. the Chief Executive Officer and Chief Financial Officer have each declared that:

6. a) the financial records of the Company for the financial period have been properly maintained in accordance with section 286 of the Corporations Act 2001 ;

7. b) the financial statements and notes for the financial period comply with the Accounting Standards; and

8. c) the financial statements and notes for the financial period give a true and fair view;

9. in the directors‘ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

==> picture [122 x 46] intentionally omitted <==

Andrew McBain, Director

Dated this 27[th] day of September 2011

– 54 –

Rumble Resources Ltd

ABN 74 148 214 260

SHAREHOLDER INFORMATION

The following additional information is required by the ASX Limited in respect of listed public companies and was applicable at 23 September 2011.

1. Shareholding

a. Distribution of Shareholders Number (as at 23 September 2011) Category (size of holding) Ordinary Shares 1 – 1,000 0 1,001 – 5,000 17 5,001 – 10,000 202 10,001 – 100,000 187 100,001 – and over 49 455

• b. The number of shareholdings held in less than marketable parcels is nil.

• c. The followings securities are restricted at 23 September 2011:

• 7,700,000 ordinary shares fully paid until 1 July 2013

• 1,125,000 ordinary shares fully paid until 1 February 2012

• 150,000 ordinary shares fully paid until 2 March 2012

• 825,000 ordinary shares fully paid until 7 April 2012

• 500,000 ordinary shares fully paid until 24 June 2012

• 4,000,000 unlisted options exercisable at $0.25 on or before 31 July 2014 until 1 July 2013

• 250,000 unlisted options exercisable at $0.25 on or before 31 July 2014 until 24 June 2012

• d. There are Nil substantial shareholders listed in the holding company‘s register as at 23 September 2011.

e. Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary shares

• Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

– 55 –

Rumble Resources Ltd

ABN 74 148 214 260

SHAREHOLDER INFORMATION

f. 20 Largest Shareholders as at 23 September 2011 Ordinary Shares

Name 1. MAC 110 Nominees Pty Ltd 2. Camel Rock Enterprises Pty Ltd 3. Two Five Two Pty Ltd 4. Stoney Pastoral Co Pty Ltd 5. Broadacre Land Holdings Pty Ltd 6. Northerly Investments Pty Ltd 7. Gryphon Asset Management Pty Ltd 8. Mr Terence Topping 9. Gilpin Park Pty Ltd 10. Aroona Management Pty Ltd 11. Mr Harvey John Collins & Mrs Sandra Joy Lord Fund A/C> 12. Kouta Bay Pty Ltd 13. Emmess Pty Ltd 14. Barclay Wells Ltd 15. Mount Street Investments Pty Ltd 16. Making Fortunes Pty Ltd 17. Mr Matthew James Blake 18. KIngsreef Pty Ltd 19. Project Concepts Pty Ltd < The W&P Tully S/F A/C> 20. Mardic (Australia) Pty Ltd

Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 1,325,001 4.917 1,250,001 4.638 900,000 3.340 732,000 2.716 722,500 2.681 575,000 2.134 505,000 1.874 500,001 1.855 500,000 1.855 500,000 1.855 500,000 1.855 500,000 1.855 350,000 1.299 350,000 1.299 350,000 1.299 300,000 1.113 300,000 1.113 275,000 1.020 260,000 0.965 250,000 0.928

10,944,503 40.610

1. The name of the company secretary is David Palumbo.

2. The address of the registered office in Australia is Suite 35, 22 Railway Road, Subiaco, WA 6008. Telephone 08 9388 8041.

4. Registers of securities are held at the following address;

Advanced Share Registry, 150 Stirling Hwy, Nedlands, WA 6009

5. Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the ASX Limited.

6. Unquoted Securities

The Company has the following unquoted securities:

• 4,250,000 unlisted options exercisable at $0.25 on or before 31 July 2014

– 56 –

Rumble Resources Ltd

ABN 74 148 214 260

SCHEDULE OF MINERAL TENEMENTS

AS AT 23 SEPTEMBER 2011

Project	Tenement	Interest held by Rumble Resources Limited
Bulong	ML25/180	0%*
Forrestania	EL77/1513	51%*
Forrestania	EL77/1514	51%*
Forrestania	EL77/1635	51%*
Paulsens South	EL08/1457	0%*
Paulsens South	EL08/1748	0%*
Paulsens South	EL47/1765	0%*

P Prospecting Licence

E Exploration Licence

M Mining Licence

• Subject to earn in under the respective option agreements

– 57 –