RUMBLE RESOURCES LIMITED

rUmBLE rESoUrCES LtD acn 148 214 260

PROSPECTUS –

For the offer of up to 12,500,000 fully paid ordinary shares at an issue price of $0.20 each to raise up to $2,500,000.

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Oversubscriptions of up to a further 2,500,000 shares at an issue price of $0.20 each to raise up to a further $500,000 may be accepted.

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The closing date of this offer is 10 June 2011.

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Important InformatIon

This is an important document that you should read in its entirety. You should consider carefully the risk factors in Section 4 in light of your personal circumstances and seek professional advice before you decide whether to invest. The Offer does not take into account your investment objectives, financial situation or particular needs. The Shares offered by this Prospectus should be considered speculative.

Sponsoring Broker D.J. Carmichael pty Limited ACN 003 058 857 AFS Licence No. 232571

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CORPORaTE DiRECTORy –

CONTENTS –

DIrECtorS

Ipo CompLIanCE managErS

Mining cOrPOrATe PTY lTd PO Box 1905 SuBiAcO wA 6904

Andrew McBAin Managing Director MATThew BAnkS Non-Executive Director MichAel SMiTh Non-Executive Director

LEgaL aDVISorS to tHE Company

Price SierAkOwSki

level 24 St Martin’s Tower 44 St georges Terrace PerTh wA 6000

Company SECrEtary dAvid PAluMBO

InDEpEnDEnt gEoLogISt

tECHnICaL aDVISEr

ShAckleTOn cAPiTAl PTY lTd level 3, 44 Parliament Place weST PerTh wA 6005

Terence TOPPing

rEgIStErED offICE

Suite 35, 22 railway road SuBiAcO wA 6008

ContaCt DEtaILS

w: www.rumbleresources.com.au

e: [email protected] T: (08) 9388 8041 F: (08) 9388 8042

InVEStIgatIng aCCoUntantS

BenTleYS

level 1, 12 kings Park road weST PerTh wA 6005

SHarE rEgIStry*

AdvAnced ShAre regiSTrY ServiceS 150 Stirling highway nedlAndS wA 6009 T: (08) 9389 8033 F: (08) 9389 7871

aUDItorS*

BenTleYS

level 1, 12 kings Park road weST PerTh wA 6005

SponSorIng BrokEr*

dJ cArMichAel PTY lTd level 3 london house 216 St georges Terrace PerTh wA 6000

InVEStmEnt oVErVIEW

InVEStmEnt oVErVIEW 05 rISk faCtorS 18
01– 1.1 important notice 1.2 investment highlights 0505 04– 4.1 4.2 Specific risks – Mineral exploration Specific risks – Projects 1818 1.3 risks 06 4.3 general risks 21 1.4 indicative Timetable 06 1.5 Pro-forma capital Structure 07 InDEpEnDEnt 1.6 restricted Securities 07 05 gEoLogISt’S rEport 22 –
DEtaILS of tHE offEr 08 InVEStIgatIng aCCoUntant’S
02 2.1 Shares Offered for Subscription 08 06 rEport 51 – 2.2 Minimum Subscription 08 – 2.3 Purpose of the Offer and use of Funds 08 SoLICItor’S rEport 2.4 how to Apply 09 07 on tEnEmEntS 67 2.5 Allotment of Shares 10 – 2.6 ASX listing 10 aDDItIonaL 2.7 Applicants Outside Australia 10 08 InformatIon 81 2.8 underwriting 10 – 2.9 commissions on Application Forms 10 gLoSSary 93 2.10 cheSS 10 09 2.11 risk Factors 11 – 2.12 Forecasts 11 ConSEnt By 2.13 dividends 11 10 tHE DIrECtorS 95 2.14 Privacy disclosure 11 – 2.15 enquiries 11 11 appLICatIon form & InStrUCtIonS 97 Company anD proJECt oVErVIEW 12 –
03 3.1 Background 12 – 3.2 corporate Objectives 12 3.3 details of Option Agreements 12 3.4 details of the Projects 13 3.5 Board of directors 15 3.6 consultants 16 3.7 corporate governance 16
These parties had no involvement in the preparation or issue of this Prospectus. Their names appear for information purposes only.

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iMPORTaNT NOTiCE –

SECTiON 1 iNVESTMENT OVERViEW –

ThiS PrOSPecTuS iS dATed 28 APril 2011.

A copy of this Prospectus was lodged with ASic on 28 April 2011. neither ASic nor ASX take any responsibility for the contents of this Prospectus.

no person or entity is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the company in connection with the Offer.

no Shares will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Quotation.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for Shares. There are risks associated with an investment in rumble resources ltd and the Shares offered under this Prospectus must be regarded as a speculative investment. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares.

certain abbreviations and other defined terms are used throughout this Prospectus. defined terms are generally identifiable by the use of an upper case first letter. details of the definitions and abbreviations used are set out in Section 9 of this Prospectus.

All amounts are in Australian dollars unless otherwise specified.

exposure perIod

in accordance with chapter 6d of the corporations Act, this Prospectus is subject to an exposure Period of 7 days from the date of lodgement of the Prospectus with ASic. This period may be extended by ASic for a further period of 7 days. The purpose of this exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the funds, examination of which may result in the identification of deficiencies in this Prospectus. if this Prospectus is found to be deficient, Applications received during the exposure Period will be dealt with in accordance with Section 724 of the corporations Act. Applications received prior to the expiration of the exposure Period will not be processed until after the exposure Period. no preference will be conferred upon Applications received in the exposure Period.

electronIc prospectus

This Prospectus will be issued in paper form and as an electronic Prospectus, which may be viewed online at www.rumbleresources.com.au . The offer of Shares pursuant to this Prospectus is available to persons receiving an electronic version of this Prospectus in Australia. The corporations Act prohibits any person from passing onto another person the Application Form unless it is attached to or accompanied by the complete and unaltered version of this Prospectus. during the Offer Period, any person may obtain a hard copy of this Prospectus by contacting the company by e-mail at [email protected].

1.1 Important notIce

For further information on the Projects please refer to Section 3.4 and Section 5 (independent geologist’s report).

Prospective investors should read this Prospectus in its entirety, including the independent geologist’s report in Section 5, the investigating Accountant’s report in Section 6, and the Solicitor’s report on Tenements in Section 7.

regIonal locatIon map

Neither Rumble Resources Ltd nor any other person guarantees the performance of the Shares offered pursuant to this Prospectus, or the performance of Rumble Resources Ltd or the return on any investment. An investment in the Company should be considered speculative. Derby

1.2 Investment HIgHlIgHts

rumble resources ltd is an Australian based exploration company Karratha Port Hedland established to invest shareholders’ funds in precious metal and base metal exploration, development and mining projects. rumble’s objective is to identify and acquire quality assets with the aim of adding significant value to those assets via strategic exploration and development programs. rumble aims to utilise its experience to provide shareholders with an attractive exposure to the gold and Meekatharra base metal sectors.

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WESTERN AUSTRALIA
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projects

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Kalgoorlie
PERTH
Esperance
LEgEND Albany
-
Paulsens South Project
Bulong Project
Forrestania Project
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Rumble has the right to earn substantial equity interests in 3 project areas all with a major focus targeting gold in western Australia:
Paulsens South
Bulong
Forrestania
All Projects are in known mineral provinces with operating mines in close proximity.
All Projects are in close proximity to existing infrastructure.
Rumble aims to build on previous exploration in each Project area and to follow up with a targeted exploration program focussed on adding value to those assets.

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1.3 rIsks

There are risks associated with an investment in the company which are discussed in Section 4 of this Prospectus. Some of the key risks include:

The Company’s primary assets are its proposed interests in the Projects held pursuant to the Option Agreements. Should the vendors fail to comply with the terms of the Options Agreements, the company’s interests in the Projects may be adversely affected.
The Projects comprise 4 Exploration Licence applications, 6 granted exploration licences and 1 Mining lease. The company cannot guarantee that the applications will be granted or that the granted exploration licences will be renewed beyond their expiry date.
There can be no assurance that exploration of the Projects in which the company is acquiring an interest or other exploration properties that may be acquired by the company in the future will result in the discovery of an economic resource. even if an economic resource is discovered, there is no guarantee that the resource will be able to be commercially exploited by the company.
Titles to the Tenements in which the Company is acquiring an interest are subject to the tenement holder complying with the terms and conditions of the Tenements and other relevant legislation. A summary of the legal title attaching to the Tenements is set out in the Solicitor’s report on Tenements in Section 7.
Operational and resource estimate risks in respect of the Projects in which the company will acquire an interest such as a failure to locate or identify economic mineral deposits and operational and technical challenges in the mining and processing of ore.
Investment risks including economic risks such as changes in commodity prices, interest rates and exchange rates.
Additional capital requirements of the Company. The company may be unable to obtain additional capital on satisfactory terms or at all.
Environmental and regulatory risks and reliance on key management personnel.

Prospective investors should carefully review the Risk Factors set out in Section 4 of this Prospectus and consult their professional adviser with any questions.

1.4 IndIcatIve tImetable

lodgement of Prospectus with ASic 28 April 2011 Opening date for Applications 6 May 2011 closing date for Applications 10 June 2011 expected dispatch of holding statements 17 June 2011 expected date for listing on ASX 24 June 2011

These dates are indicative only and may vary. rumble reserves the right to close the Offer early, or extend the closing date without prior notice. Applicants are therefore encouraged to submit Applications as soon as possible after the Opening date.

1.5 pro-forma capItal structure

The pro-forma capital structure of rumble is summarised in the table below on the basis of rumble raising the minimum subscription (11,000,000 Shares), full subscription (12,500,000 Shares) and full oversubscription (15,000,000 Shares) under the offer.

Shares) and full oversubscription (15,000,000 the ofer.	Shares) under
descrIptIon	mInImum subscrIptIon number	%	full subscrIptIon number	%	full over- subscrIptIon number	%
Promoter Shares (Escrowed 2 years) Vendor Shares Pre-IPO Issue IPO	7,000,003 500,000 4,450,000 11,000,000	30.5 2.2 19.4 47.9	7,000,003 500,000 4,450,000 12,500,000	28.6 2.0 18.2 51.2	7,000,003 500,000 4,450,000 15,000,000	26.0 1.9 16.5 55.6
totaL ISSUED CapItaL	22,950,003	100.0	24,450,003	100.0	26,950,003	100.0

All Options have an exercise price of $0.25 and expire on 31 July 2014. Please refer to Section 8.1.2 for further information.

A total of 24,450,003 Shares will be on issue in the company upon full subscription of the Offer. The rights attaching to shares are summarised in Section 8.1 of the prospectus.

1.6 restrIcted securItIes

Securities on issue as at the date of this Prospectus and securities issued to the vendors may be subject to the restricted securities provisions of the listing rules. Accordingly, a proportion of such securities may be required to be held in escrow for up to 24 months and may not be transferred, assigned or otherwise disposed of during that period. These agreements will be entered into in accordance with the listing rules.

Of these, an aggregate of 500,000 shares will be issued to vendors of exploration projects. refer to Section 8.3 of this Prospectus for further details.

optIons

There are 4,000,000 unlisted Options on issue as at the date of this Prospectus. in addition, an aggregate of 250,000 Options will be issued to vendors of exploration projects upon official quotation of the company’s Shares on ASX. Of the 4,000,000 unlisted Options the directors hold 1,625,000 and dJ carmichael Pty ltd hold 500,000 as sponsoring broker to the Offer. Please refer to Sections 8.3 and 8.4 for details.

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SECTiON 2 DETaiLS Of ThE OffER –

2.1 sHares offered for subscrIptIon

2.2 mInImum subscrIptIon

By this Prospectus, the company offers for subscription up to 12,500,000 Shares at an issue price of $0.20 each to raise up to $2,500,000 (before expenses of the Offer). The company may also accept oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 each to raise up to a further $500,000 (before expenses of the Offer). The maximum amount which may be raised under this Prospectus is therefore $3,000,000 (before expenses of the Offer).

The minimum subscription to the Offer is 11,000,000 Shares at an issue price of $0.20 per Share to raise $2,200,000 (before expenses of the Offer). if the minimum subscription has not been raised within three (3) months after the date of this Prospectus, all Applications will be dealt with in accordance with the corporations Act.

2.3 purpose of tHe offer and use of funds The purpose of the Offer is to provide rumble with the necessary funding to participate in the Projects and identify other potential acquisition opportunities.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

it is intended to apply funds raised from the Offer as follows:

The company reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for.

allocate any Applicant fewer Shares than the number applied for.
use of funds	mInImum subscrIptIon $	full subscrIptIon $	full oversubscrIptIon $
Pre-Offer cash and receivables Total raised in the Offer	268,266 2,200,000	268,266 2,500,000	268,266 3,000,000
totaL fUnDS aVaILaBLE	2,468,266	2,768,266	3,268,266
yEar 1 ExpEnDItUrE Year 1 Exploration Expenditure (refer Section 3.4) Expenses of the Issue Vendor Payments Administration Costs	610,000 257,248 100,000 400,000	645,000 273,049 100,000 400,000	760,000 299,385 100,000 400,000
Total Expenditure Year 1	1,367,248	1,418,049	1,559,385
totaL fUnDS aVaILaBLE – EnD of yEar 1	1,101,018	1,350,217	1,708,881
yEar 2 ExpEnDItUrE Year 2 Exploration Expenditure (refer Section 3.4) Administration Costs	580,000 420,000	675,000 420,000	840,000 420,000
Total Expenditure Year 2	1,000,000	1,095,000	1,260,000
totaL fUnDS aVaILaBLE – EnD of yEar 2	101,018	255,217	448,881

note:

in the event more than the minimum and less than the full subscription, or more than the full subcription and less than the full oversubscription is raised, the company intends to allocate the funds primarily towards evaluation and exploration (after expenses of the offer) and budgets will be scaled back proportionately based on the level of subscription achieved.
The “use Of Funds” table is a statement of current intentions as of the date of lodgement of this Prospectus with ASic. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.
exploration expenditures will be reviewed on an on-going basis, depending upon the nature of results forthcoming from the respective work programs.
Further, it is the company’s intention to increase and accelerate its exploration and drilling programs to achieve results as soon as practicable and, subject to encouraging results being obtained, to delineate resources. The company may seek to raise additional funds within two years after listing on ASX to the extent required to increase and accelerate the exploration and drilling programs as determined by the Board.

Following the completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives.

2.4 How to apply

Applications for Shares under the Offer can only be made on the Application Form attached to this Prospectus.

The Application Form must be completed in accordance with the instructions set out on the back of each Application Form. Completed Application Forms and accompanying cheques should, at any time after the Opening Date be:

posted to:

ruMBle reSOurceS lTd c/- Advanced Share registry Services PO Box 1156

nedlAndS wA 6909

delIvered to:

ruMBle reSOurceS lTd c/- Advanced Share registry Services 150 Stirling highway nedlAndS wA 6009

cheques must be made payable to “rumble resources ltd – Share Account” and crossed “not negotiable”.

no brokerage or stamp duty is payable by Applicants.

Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares, and can only be made by completing the Application Form attached to this Prospectus.

The company reserves the right to reject any Application or to allocate an Applicant fewer Shares than the number applied for.

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2.5 allotment of sHares

Subject to ASX granting approval for the company to be admitted to the Official list, the allotment of Shares to Applicants will occur as soon as possible after the closing date, following which statements of shareholdings will be dispatched to successful Applicants. it is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

Pending the issue of the Shares, or return of the Application Monies, the Application Monies will be held in trust for the Applicants.

The directors have the right to allocate Shares under the Offer. The company may reject any Application or allocate any Applicant fewer Shares than applied for under the Offer.

if an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. interest will not be paid on Application Monies refunded.

2.6 asx lIstIng

within 7 days after the date of this Prospectus, application will be made for the Shares offered by this Prospectus to be granted Quotation.

if approval for Quotation is not granted within three (3) months after the date of this Prospectus, the company will not allot or issue any Shares, and will repay all Application Monies without interest as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit rumble resources ltd to the Official list is not to be taken in any way as an indication of the merits of the company or the Shares offered pursuant to this Prospectus.

2.7 applIcants outsIde australIa

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consent is required or whether any other formalities need to be considered and followed.

2.8 underwrItIng The Offer is not underwritten.

2.9 commIssIons on applIcatIon forms

The company reserves the right to pay a commission of 5% (excl. gST) of amounts subscribed to any licensed securities dealer or Australian Financial Services licensee in respect of valid Applications lodged and accepted by the company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

The company has engaged dJ carmichael Pty ltd as sponsoring broker to the Offer. in consideration for the provision of these services, the company will pay dJ carmichael Pty ltd a placement fee of approximately $15,000 (excl. gST) being equal to 5% of the funds raised by dJ carmichael Pty ltd under this Prospectus, a $30,000 (excl. gST) sponsoring broker fee, 300,000 Shares and 500,000 Options. Please refer to Sections 8.3 and 8.5 for further details.

2.10 cHess

rumble will apply to participate in the clearing house electronic Subregister System (cheSS), operated by ASX Settlement Pty ltd (ASTc) (a wholly owned subsidiary of ASX), in accordance with the listing rules and ASTc Settlement Operating rules.

On admission to cheSS, the company will operate an electronic issuer-sponsored subregister and an electronic cheSS subregister. The two subregisters together will make up the company’s principal register of securities.

under cheSS, the company will not issue certificates to Shareholders. instead, the company will provide Shareholders with a holding statement (which is similar to a bank account statement) that sets out the number of Shares allotted to that Shareholder under this Prospectus.

This statement will also advise investors of either their holder identification number (hin) in the case of a holding on the cheSS sub-register or Security holder reference number (Srn) in the case of a holding on the issuer–sponsored subregister.

A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time however a charge may be incurred for additional statements.

2.11 rIsk factors

Prospective investors in the company should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. These risks are set out in Section 4 of this Prospectus and investors are urged to consider those risks carefully (and, if necessary, consult their professional adviser) before deciding whether to invest in the Company. The risk factors set out in Section 4 of this Prospectus, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the company should be considered highly speculative.

2.12 forecasts

The company is a mineral exploration company. due to the speculative nature of exploration, there are significant

uncertainties associated with forecasting future revenues from the company’s proposed activities. The directors believe that given these inherent uncertainties, it is not possible to include a reliable forecast in this Prospectus.

2.13 dIvIdends

The extent, timing and payment of any dividends in the future will be determined by the directors based on a number of factors, including future earnings and the financial performance and position of the company. At the date of issue of this Prospectus the company does not intend to declare or pay any dividends in the immediately foreseeable future.

2.14 prIvacy dIsclosure

The company collects information in relation to each Applicant as provided on an Application Form ( Information ) for the purposes of processing the Application Form and, should the Application be successful, to administer the Applicant’s security holding in the company ( Purposes ).

The company may use the information for the Purposes and the company may disclose the information for the Purposes to the Share registrar, the company’s related bodies corporate, agents, contractors and third party service providers, and to ASX, ASic and other regulatory authorities.

The information may also be used and disclosed to persons inspecting the register, including bidders for securities in the context of takeovers, licensed securities dealers, mail houses, and regulatory bodies including the Australian Taxation Office.

2.15 enquIrIes

This Prospectus provides information for potential investors in rumble and it should be read in its entirety. if, after reading this Prospectus, you have any questions about any aspect of an investment in rumble, please contact your stockbroker, accountant or independent financial adviser.

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SECTiON 3 COMPaNy & PROJECT OVERViEW –

3.1 background

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.

details of the Projects are summarised in this section and full particulars of the geological settings and work undertaken previously on the Tenements are set out in the independent geologist’s report in Section 5 of this Prospectus.

it is the primary objective of rumble to become a successful and profitable exploration and mining company. The company aims to achieve this objective through utilising the collective experience of the Board and management team to advance its existing Projects and to identify complementary resource projects.

3.2 corporate objectIves

The company’s aim is to become a gold and base metal explorer via successful exploration and project acquisition and to provide its Shareholders with a balanced risk portfolio. The Board and management of rumble have a broad range of expertise with proven technical, operational, financial and commercial skills and experience in the discovery and exploration of resources.

The company’s corporate objectives are:

to continue assessing opportunities for business development and new ventures activities with a view to adding further exploration assets in the future;
to assess exploration opportunities for near term cash-flow;
to conduct operations at the highest professional and technical standards of the industry; and
to effectively communicate with Shareholders and the broader market.

3.3 detaIls of optIon agreements

The company has entered into an Option Agreement with venture Minerals ltd (ASX code: vMS) pursuant to which the company will acquire 51% of the Paulsens 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 the company 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 the company being admitted to ASX.

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

$150,000 in three tranches (of $50,000 each) 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.

The company has also entered into an Option 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.

refer to Section 8.3 of this Prospectus for further details of the material terms and conditions of the Option Agreements.

3.4 detaIls of tHe projects

paulsens soutH project

The Paulsens South Project currently comprises 3 granted exploration licences e08/1457, e08/1748 and e47/1765 and 4 exploration licence applications elA08/2255, elA08/2256, elA08/2257 and elA47/2503 in the Ashburton Mineral Field, southern Pilbara of western Australia. The Paulsens gold Mine, is situated 10 kilometres north of the Paulsens South Project. The Paulsens Mine is currently operated by northern Star resources ltd (ASX code: nST). drill targets for further exploration have been identified from an overview and interpretation of previous exploration data.

bulong project

The Bulong Project is located 30 kilometres east of kalgoorlie in western Australia and is north of the old Bulong town site. The Project covers 120 hectares being 1 granted Mining lease M25/180 and has a 2 kilometre strike of prospective greenstone belt. There are numerous old workings in the Bulong district with the largest being the golden west Mine.

forrestanIa project

The Forrestania Project is located approximately 80 kilometres east/north-east of hyden and 140 kilometres north of ravensthorpe in western Australia. The Project comprises 3 granted exploration licences, e77/1513, e77/1514 and e77/1635 covering a total area of 6 blocks. The Forrestania Project area lies within the Forrestania greenstone Belt which forms part of the southern extension of the Southern cross greenstone Belt.

For further details on rumble’s Projects please refer to the independent geologist’s report (Section 5).

project generatIon

whilst the company will focus its exploration activities on the gold and base metal Projects in which it has already agreed to acquire an interest it will also consider and evaluate any potential new resource based projects in Australia and overseas with a view to increasing the number of projects held by the company. no specific criteria for the identification of such projects have been determined by the company at this stage.

proposed exploratIon budget

The company proposes to fund its intended activities as outlined in the tables on page 14 from the proceeds of the Offer. it should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from such exploration as carried out. This involves an ongoing assessment of the company’s Project interests and may lead to increased or decreased levels of expenditure on certain interests reflecting a change in emphasis.

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mInImum subscrIptIon ($2.2m) proposed exploratIon budget: paulsens soutH, bulong and forrestanIa projects

expendIture	year 1	year 2	total
Wages Data compilation and review Geochemical sampling RC drilling Assays Administration	135,000 55,000 80,000 220,000 40,000 80,000	135,000 20,000 75,000 220,000 50,000 80,000	270,000 75,000 155,000 440,000 90,000 160,000
totaL	610,000	580,000	1,190,000

full subscrIptIon ($2.5m) proposed exploratIon budget: paulsens soutH, bulong and forrestanIa projects

expendIture	year 1	year 2	total
Wages Data compilation and review Geochemical sampling Aircore and RAB drilling RC Drilling Assays Administration	135,000 55,000 80,000 – 240,000 45,000 90,000	135,000 20,000 75,000 50,000 240,000 65,000 90,000	270,000 75,000 155,000 50,000 480,000 110,000 180,000
totaL	645,000	675,000	1,320,000

full oversubscrIptIon ($3m) proposed exploratIon budget: paulsens soutH, bulong and forrestanIa projects

expendIture	year 1	year 2	total
Wages Data compilation and review Geochemical sampling Aircore and RAB drilling RC Drilling Assays Administration	135,000 55,000 80,000 – 325,000 65,000 100,000	150,000 20,000 75,000 50,000 350,000 90,000 105,000	285,000 75,000 155,000 50,000 675,000 155,000 205,000
totaL	760,000	840,000	1,600,000

summary

in summary, rumble has acquired interests in prospective exploration Projects with the potential to host gold and base metal occurrences. The company believes it can achieve its objectives with its management team, which has a background in mineral exploration and finance.

The company has commitments for expenditure on granted Tenements in accordance with the listing rules.

3.5 board of dIrectors

mr andrew lawson 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 (ASX code: AAY), in addition to founding and being a key developer of the most successful carbon sequestration business in Australia, carbon conscious ltd (ASX code: ccF). The capital raised for these ventures has been in excess of $250 million since 2005.

Previously Mr McBain was a director and founding shareholder of Scimitar resources ltd (now cauldron energy ltd – ASX code: cXu) and is currently a director of ASX listed carbon conscious ltd. Mr McBain has experience in capital raising, business management and business development.

mr mattHew Ian banks

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 is currently working with a leading finance business based in Melbourne.

mr mIcHael joHn smItH ca

non–executIve dIrector

Mr Smith is a director of Smith Feutrill and is a chartered Accountant with over 25 years 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.

mr davId lee palumbo bcom ca

company secretary

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.

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3.6 consultants

mr terence kennetH toppIng

bappsc geology, bsc (Hons) geology, finsIa, mausImm

tecHnIcal advIser

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 as 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.

3.7 corporate governance

The Board is responsible for the overall corporate governance of the company and acknowledges, as a guiding principle, that it will at all times act ethically, honestly, and in accordance with the law, with a view to creating sustainable value for its shareholders.

The Board endorses the corporate governance Principles and recommendations (ASX recommendations) as published by ASX corporate governance council and has adopted corporate governance charters and policies reflecting those ASX

recommendations, to the appropriate extent having regard to the size and circumstances of the company.

The following policies and procedures have been implemented and are available in full on the company’s website at www.rumbleresources.com.au

Statement of board and management functions;
Code of conduct for directors and key executives;
Share trading policy;
Audit committee charter;
Continuous disclosure policy;
Shareholder communications strategy;
Risk management policy;
Remuneration committee charter;
Process for performance evaluation of the Board, board committees, individual directors and key executives; and
Corporate code of conduct.

The responsibilities of the Board include:

protection and enhancement of shareholder value;

formulation, review and approval of the objectives and strategic direction of the company;

monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;

approving all significant business transactions including acquisitions, divestments and capital expenditure;

ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

the identification of significant business risks and ensuring that such risks are adequately managed;
the review of performance and remuneration of executive directors and key staff;
the establishment and maintenance of appropriate ethical standards; and
evaluating and, where appropriate, adopting with or without modification, ASX recommendations.

The Board recognises the need for the company to operate with the highest standards of behaviour and accountability.

The company has considered ASX recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.

The company seeks to follow these recommendations for listed companies where appropriate for its size and operations. in cases where the company determines it would be inappropriate to follow the principles because of its circumstances, the company will provide reasons for not doing so in its Annual report. One such instance is the Board presently considers that due to the company’s size and scope of activities, it does not justify the establishment of special or separate committees at this stage, preferring to manage the company through the full Board of directors.

The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the company’s nature of operations and size.

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SECTiON 4 RiSK faCTORS –

The business activities of the company are subject to various risks that may impact on the future performance of the company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the company and cannot be mitigated. There are a number of risk factors that investors should consider and seek independent advice on, before deciding whether or not to invest in Shares. The principal risk factors include, but are not limited to, the following:

4.1 specIfIc rIsks – projects

4.1.1 contract rIsk

The company’s primary assets are its proposed interests in the Projects held pursuant to the Option Agreements. The company is reliant on the vendors complying with the terms and conditions of the Option Agreements and the conditions attaching to the Tenements (as applicable). Should the vendors fail to comply with the terms of the Option Agreements, the company’s interest in the Projects may be adversely affected.

4.1.2 status of tenements

The company’s main assets comprise of an interest pursuant to the Option Agreements in 6 granted exploration licences and 1 Mining lease. The company also has 4 exploration licence applications. The company cannot guarantee that the exploration licence applications will be granted or that the granted exploration licences will be renewed beyond their current expiry date and there is a material risk that, in the event the company is unable to renew the granted Tenements beyond their current expiry date, the company’s proposed interest in the Projects will be reduced.

4.2 specIfIc rIsks – mIneral exploratIon

4.2.1 exploratIon rIsk

Potential investors should understand that mineral exploration and development is a high-risk undertaking.

There can be no assurance that exploration of acquired project interests or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the company.

The success of the company will also depend upon the company having access to sufficient development capital, being able to maintain title to the Projects and obtaining all required approvals for its activities. in the event that exploration programs are unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the cash reserves of the company and possible relinquishment of part or all of the Projects.

4.2.2 operatIng rIsks

The operations of the company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions;

industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

having been incorporated on 14 January 2011, rumble does not have any operating history, although it should be noted that the directors have between them significant operational experience.

no assurances can be given that rumble will achieve commercial viability through the successful exploration and/or mining of its Tenement interests. unless and until rumble is able to realise value from its Projects, it is likely to incur ongoing operating losses.

4.2.3 resource estImates

The Projects do not have any identified resources. even if a resource is identified, resource estimates are expressions of judgment based on knowledge, experience and industry practice. estimates which were valid when originally calculated may alter significantly when new information or techniques become available. in addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the company’s operations.

4.2.4 exploratIon cost estImate

The exploration costs of the company described in Section 3.4 (details of the Projects) and Section 5 (independent geologist’s report) of this Prospectus are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no

assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the company’s viability.

4.2.5 tItle rIsks and natIve tItle

interests in Tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licenses or leases. each license or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. consequently, the company could lose title to or its interest in Tenements if license conditions are not met or if insufficient funds are available to meet expenditure commitments. it is also possible that, in relation to Tenements which the company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. if native title rights do exist, the ability of the company to gain access to Tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

4.2.6 addItIonal requIrements for capItal

The company’s capital requirements depend on numerous factors. depending on the company’s ability to generate income from its operations, the company may require further financing in addition to amounts raised under this Prospectus. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. if the company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be.

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4.2.7 commodIty prIce volatIlIty and excHange rate rIsks

The price for minerals will depend on available markets at acceptable prices and transmission and distribution costs. Any substantial decline in a commodity or an increase in transmission or distribution costs could have a materially adverse effect on the company.

Furthermore, international prices of various commodities are denominated in united States dollars, whereas the income and expenditure of the company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the united States dollar and the Australian dollar as determined in international markets.

4.2.8 envIronmental rIsks

The operations and proposed activities of the company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the company’s activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. it is the company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws and industry standards. Areas disturbed by the company’s activities will be rehabilitated as required by the conditions attaching to the Tenements.

in this regard, the department of Mines and Petroleum of western Australia from time to time, review the environmental bonds that are placed on permits. The directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the company.

4.2.9 Insurance rIsks

insurance coverage of all risks associated with minerals exploration, development and production is not always available and, where available, the cost can be high. The company will have insurance in place considered appropriate for the company’s needs. The company will not be insured against all possible losses, either because of the unavailability of cover or because the directors believe the premiums are excessive relative to the benefits that would accrue. The directors believe that the insurance they have in place is appropriate. The directors will continue to review the insurance cover in place to ensure that it is adequate.

4.2.10 competItIon rIsk

The industry in which the company will be involved is subject to domestic and global competition. Although the company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the company’s Projects and business.

4.2.11 relIance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the company if one or more of these employees cease their employment.

4.3 general rIsks

4.3.1 economIc rIsks

General economic conditions, movements in interest and inflation rates, the prevailing global commodity prices and currency exchange rates may have an adverse effect on the company’s proposed exploration activities, as well as on its ability to fund those activities.

As with any mining project, the economics are sensitive to metal and commodity prices. Commodity prices fluctuate and are affected by many factors beyond the control of the company. Such factors include supply and demand fluctuations for minerals, technological advances, forward selling activities and other macro-economic factors. These prices may fluctuate to a level where the proposed mining operations are not profitable. Should the company achieve success leading to mineral production, the revenue it will derive through the sale of commodities also exposes potential income of the company to commodity price and exchange rate risks.

Further, share market conditions may affect the value of the company’s quoted securities regardless of the company’s operating performance. Share market conditions are affected by many factors such as:

(a) general economic outlook;
(b) interest rates and inflation rates; (c) currency fluctuations;
(d) changes in investor sentiment;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

4.3.2 market condItIons

The market price of the company’s securities (provided the company achieves admission to list on ASX and quotation) can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. neither the company nor the directors warrant the future performance of the company or any return on an investment in the company.

4.3.3 government and legal rIsk

changes in government, monetary policies, taxation and other laws can have a significant impact on the company’s assets, operations and ultimately the financial performance of the company and its securities.

4.3.4 Investment speculatIve

The risk factors outlined in Section 4 ought not to be taken as exhaustive of the risks faced by the company or by investors in the company. The risk factors, and others not specifically referred in Section 4, may in the future materially affect the financial performance of the company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that an investment in the company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

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SECTiON 5 iNDEPENDENT gEOLOgiST’S REPORT –

April 14th 2011

The Directors Rumble Resources Limited Suite 33, 22 Railway Road, Subiaco WA, 6008, Australia

                                                                      ABN 80 912 578 741

Dear Sirs

`INDEPENDENT GEOLOGIST’S REPORT ON THE MINERAL PROPERTIES IN WESTERN AUSTRALIA`

Shackleton Capital Pty Ltd (“Shackleton”) has been commissioned by Rumble Resources Limited (ACN 148 214 260) (“Rumble”) to provide an independent geological report on the company’s projects in Western Australia. This report is to be included in a Prospectus to be lodged by Rumble with the Australian Securities and Investments Commission (“ASIC”), offering for subscription 12.5 million Shares at an issue price of $0.20 per Share (the “Prospectus”), to raise a total of $2.5 million (before costs associated with the issue). The Company may issue an additional 2.5 million shares to raise an additional $500,000 as oversubscriptions. The funds raised will be used for the purpose of exploration and evaluation of the mineral properties in which Rumble will hold an interest.

This review is based upon information provided by the title holders, along with technical reports by consultants, previous tenements holders and other relevant published and unpublished data for the area. A listing of the principal sources of information is included in this Report. Shackleton has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based.

This report has been prepared in accordance with the rules and guidelines issued by such bodies as the Australian Securities and Investments Commission (“ASIC”) and the Australian Securities Exchange (“ASX”), which pertain to Independent Expert Reports. Where mineral resources have been referred to in this Report, the classifications are consistent with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”), prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective December 2004. The report complies with section 716(2) of the Corporations Act 2001 where consent is required if statements have been attributed to third parties.

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In consideration of the definition provided by the ASX and in the JORC Code, these properties are classified as ‘advanced exploration projects’, which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the programmes proposed by Rumble. No resources have been previously reported within the tenement areas.

Rumble intends that at least half of the liquid assets held and funds proposed to be raised are understood to be committed to the exploration and development of the properties. Rumble has sufficient working capital to carry out its stated objectives and has prepared staged exploration programmes, specific to the exploration potential of the individual tenements, which are consistent with its budget allocations. It is considered that sufficient previous exploration activities have been undertaken by earlier explorers in the last 20 years to justify the proposed programmes and expenditure. The proposed exploration and development budgets exceed the minimum annual statutory expenditure requirement on the Projects.

The independent technical report has been compiled based on information available up to and including the date of this report. The information in this report that relates to exploration results, minerals resources or ore reserves is based on information compiled by David Holden, who is a Member of the Australasian Institute of Mining and Metallurgy. David Holden is employed by Shackleton Capital Pty Ltd. David Holden has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. David Holden consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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`INDEPENDENT GEOLOGISTS REPORT`

on the

Mineral Properties in Western Australia

for

Shackleton and its employees are not, nor intend to be, directors, officers or other direct employees of Rumble. The relationship with Rumble is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report.

Yours faithfully

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2011

Author: Dave Holden, Shackleton Capital Pty Ltd

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`INDEPENDENT GEOLOGISTS REPORT`

Prepared by Shackleton Capital on behalf of:
Rumble Resources Limited
Author: Dave Holden Principal Consultant BSc, MAusIMM
Date:  2011
Copies: Rumble Resources Limited (1)
Shackleton Capital (1)

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_______________________
Dave Holden
For and on behalf of:
Shackleton Capital

		Introduction................................................................................................5
	`1.1`	Terms of Reference`......................................................................................5`
	`1.2`	Qualifications, Experience and Independence`.......................................................5`
	`1.3`	`Principal Sources of Information.......................................................................6`
`2.`	`PAULSENS SOUTH PROJECT...................................................................................7`
	`2.1` `2.2`	Introduction`................................................................................................7` `Tenure, location and access............................................................................7`
	`2.3`	Geology`....................................................................................................9`
		2.3.1 Regional Geology ...........................................................................9
		2.3.2 Local Geology ...............................................................................9
	`2.4`	`Previous exploration................................................................................... 10`
	`2.5`	`Proposed exploration and budget ................................................................... 12`
`3.`	`BULONG`	`PROJECT................................................................................................. 13`
	`3.1`	`Introduction............................................................................................. 13`
		3.1.1 Regional geology.......................................................................... 13
		3.1.2 Local geological setting ................................................................. 13
	`3.2`	`Previous Exploration Activities....................................................................... 13`
	`3.3`	`Proposed exploration and budget ................................................................... 16`
`4.`	`FORRESTANIA PROJECT.......................................................................................... 16` `4.1` `Introduction............................................................................................. 16`
	`4.2`	`Location and tenure ................................................................................... 17`
	`4.3`	`Regional geology ....................................................................................... 17`
	`4.4`	`Previous Exploration ................................................................................... 18`
	`4.5`	`Proposed exploration and budget ................................................................... 19`
`5.`	`REFERENCES & BIBLIOGRAPHY ............................................................................ 20`

6. GLOSSARY OF TECHNICAL TERMS ......................................................................... 22

`LIST OF TABLES`

Table 1 Results from drilling greater than 0.1g/t from Ventures Minerals Annual report. .................. 11 Table 2 Paulsens Project. Proposed exploration budget ........................................................... 12 Table 3 Bulong Project. Proposed exploration budget ............................................................. 16 Table 4 Forrestonia Project. Proposed exploration budget ....................................................... 19

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LIST OF FIGURES

Figure 1 Regional Location Map...........................................................................................4 Figure 2 Generalised Geology form GSWA 1:250,000 geology map69/2215........................................8 Figure 3 Landsat channels 741 image from public domain remote sensing data ............................... 10 Figure 4 TMI aeromagnetic image . Public domain data ............................................................ 15 Figure 5 TMI aeromagneitdc image from public domain data ..................................................... 17

Figure 1 Regional Location Map

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Derby
Karratha Port Hedland
WESTERN AUSTRALIA
Meekatharra
LEGEND
-
Paulsens South Project Kalgoorlie
Bulong Project PERTH
Esperance
Forrestania Project
Albany
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Introduction

Terms of Reference

1.1

Shackleton was requested by Rumble to complete an Independent Geologist’s Report on its mineral assets in Western Australia. The Company is seeking to list on Australian Securities Exchange (ASX) in order to raise working capital to fund the future technical assessment of its projects. A requirement of listing is the completion of an Independent Geologist’s Report (IGR) on the mineral assets of the company.

This report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The Valmin Code) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code).

Shackleton has not attempted to establish the legal status of tenements within the project area with respect to Native Title claims. Shackleton has not independently verified ownership and current standing of the tenements and is not qualified to make legal assessment or representations in this regard. Details of the legal ownership of the mineral assets are dealt with elsewhere in the Prospectus.

The Independent Geologist’s Report is based on information available up to and including the date of this report. Shackleton has endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based.

Shackleton Capital Pty Ltd has given consent in writing to the issue of the Prospectus with this Independent Geologists Report included in the form and context it was provided and all statements referring to this Report or matters derived from this Report in the Prospectus and has not withdrawn that consent before lodgement of the Prospectus with the Australian Securities and Investments Commission.

1.2 Qualifications, Experience and Independence

Shackleton is an independent, privately owned consulting firm and has been providing exploration, mining and mineral resource consulting services to the minerals industry since 2005.

Author: David Holden Principal. B Sc , MBA, MAusIMM MCIMM

David Holden is employed by Shackleton Capital Pty Ltd as a Principal Consultant undertaking a variety of corporate work including Independent Technical Valuations, Independent Geologist Report’s and Formal Technical Project reviews. He holds the relevant qualifications and professional associations required by the ASX, JORC and ValMin Codes in Australia. He is a Qualified Person under the rules of the CIMM and NI43-101.

David holds a Bachelor of Science degree in geology from Otago University, New Zealand. He has worked in geology for over 25 years from coal mines in New Zealand to deep underground gold mines in South Africa

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In 1997 David co-founded a geological consulting service company Ravensgate which specializes in expert’s reports, resource estimations, valuations and exploration management, and in 2005 started Shackleton Capital Pty Ltd, advising listed companies on both corporate and technical matters relating to project acquisition or initial public offering. David also holds a Masters in Business Administration and a Masters in Management.

1.3 Principal Sources of Information

This review is based on the information provided by the current title holders, the technical reports of consultants and previous explorers, as well as other published and unpublished data relevant to the area.

Shackleton has carried out, to a limited extent, its own independent assessment of the quality of the geological data. The status of agreements, royalties or tenement standing pertaining to the assets was, however, not investigated. This report is based on public information, some of which was supplied by Rumble, or publicly sourced data. Shackleton has yet to complete a site visit however as no resources are involved in the geological report; Shackleton considers it has adequate understanding of the project area and considers this would not be enhanced significantly with a visit to the site. The authors have endeavoured, by exercising reasonable due diligence along with other associated enquiries, to confirm the authenticity and completeness of the technical data upon which this report is based. Rumble was given a final draft of this report and requested to identify any material errors or omissions prior to its ultimate lodgement.

The information in this report that relates to exploration results, minerals resources or ore reserves is based on information compiled by David Holden, who is a Member of the Australasian Institute of Mining and Metallurgy. David Holden is employed by Shackleton Capital Pty Ltd. David Holden has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. David Holden consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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2. `PAULSENS SOUTH PROJECT`

2.1 `Introduction`

The Paulsens South Project is considered by Rumble to be prospective for gold, silver, and base metals associated with quartz and sulphide veins within Archaean sedimentary and volcanic rocks of the Fortescue Group. The Project includes approximately 10 km strike extent of the Highway Fault Zone which is believed to be closely analogous to the adjacent Melrose Fault Zone which hosts the adjacent Paulsens Gold Mine. The Paulsens Mine is currently operated by Northern Star Resources Ltd. The mine was purchased from Intrepid Mines Ltd in July 2010 after it had produced 350,000 oz of gold at 7.8 g/t gold. It continues as a high grade underground gold operation with an Indicated and Inferred Resource of 1,268,000t at 5.3 g/t for 226,000 ounces as at December 2010. Drill targets for further exploration have been identified from an overview and interpretation of previous exploration data.

2.2 Tenure, location and access

The Paulsens South Project comprises three exploration licences E08/1457, E08/1748 and E47/1765 and four exploration licence applications ELA08/2255, ELA08/2256, ELA08/2257 and ELA47/2503 covering a combined area of approximately 87 km[2] in the Ashburton Mineral Field, southern Pilbara of Western Australia (Figure 2). The sealed Nanutarra – Wittenoom Road traverses the project area and 4WD vehicle access can readily be made into most parts of the licence via pastoral station (Mt Stuart and Wyloo stations) and historic exploration tracks. Commercial air services operate daily into Paraburdoo, located approximately 180 km to the southeast of the project via the Nanutarra – Wittenoom Road (approximately 2 hours drive). The Wyloo Station homestead is situated about 4 km south of E08/1457. Fly-in/fly-out charter services for Northern Star’s Paulsens Gold Mine currently operate into the Wyloo Station airstrip adjacent to the homestead. Topography is hilly, vegetation is dominated by spinifex with scattered acacia and eucalypts in stream beds. Average annual rainfall is 200 – 300 mm, with a summer maximum in the January – March period associated with thunderstorms and cyclonic activity.

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ELA08/2257
E08/1457
ELA08/2256 ELA08/2255
E47/1765
E08/1748 ELA47/2503
N
APRIL 2011
0 8.0
kilometers
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Figure 2 Generalised Geology from GSWA 1:250,000 geology map 69/

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2215

2.3 Geology

2.3.1 Regional Geology

The Paulsens South Project is located within the western part of the Wyloo Dome, a northwest trending doubly plunging anticlinorium exposing the Archaean Metawandy Granite in its core, overlain successively by Archaean to Palaeoproterozoic volcanic and sedimentary rocks of the Fortescue, Hamersley, Turee Creek and Wyloo Groups on it limbs. Together the Fortescue, Turee Creek and Hamersley Groups make up the Mt Bruce Supergroup which was deposited in the Hamersley Basin (Archaean to Palaeoproterozoic), and the Wyloo Group was deposited in the subsequent and partly overlapping Palaeoproterozoic Ashburton Basin to the south. Angular unconformity between the Mt Bruce Supergoup and Wyloo Group indicates orogeny and at least partial erosion of the Hamersley Basin in the Palaeoproterozoic prior to formation of the Ashburton Basin. The resulting orogenic belt is regionally termed the Opthalmian Fold Belt. The Hamersley Group is largely missing from the north western part of the Wyloo Dome where the Wyloo Group unconformably overlies volcanic rocks of the upper Fortescue Group. Deposition in the Ashburton Basin was terminated in the late Palaeoproterozoic by orogeny and formation of the Ashburton Fold Belt. The Ashburton and older Opthalmian fold belts are collectively included in the Palaeoproterozoic Capricorn Orogen. The two fold belts, Ashburton and Opthlamian overlap in the Wyloo Dome.

2.3.2 Local Geology

The majority of the Project area is covered by a folded and faulted sequence of Fortescue Group rocks. From oldest in the southeast to youngest in the northwest, the stratigraphy comprises Mt Roe Formation, Horse sandstone, Melrose argillite, Madang breccia, Tin Hut basalt and Beaghy argillite the latter units being informal members of the Hardey Formation. Numerous pre-deformational dolerite dykes and gabbroic sills intrude the Fortescue rocks: A vein array within an early gabbroic dyke together with the Melrose argillite host the adjacent Paulsens gold deposit. Numerous deformed quartz veins, locally with oxidized sulphide and malachite staining, are associated with a broad, northwest trending fault and fracture zone, informally termed the Highway Fault Zone, traversing E08/1457, E08/1748 and the south western corner of E47/1765 where it is largely covered with a thin (estimated to be <2-3 m) cover of Recent alluvial sand and gravel. A thin layer of alluvium up also covers most of the central part of the E08/1457 and BIF scree from Mt De Courcy

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covers much of the far south western corner of E47/1765. The post-Capricorn Black Hill dolerite suite cuts north eastwards across E08/1457.

The north eastern part of E47/1765 also covers part of the Archaean Metawandy Granite, and a prominent north striking dip slip fault which may have been initiated prior to deposition of the Hamersley Group cuts a sequence of quartz-phyric dacitic or rhyolitic lavas belonging to the Mt Roe formation in the centre of the licence.

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----- Start of picture text -----

420,000 mE 430,000 mE 440,000 mE 450,000
Onslow 80km
Paulsens Gold
ELA08/2257
E08/1457
ELA08/2256
ELA08/2255
E47/1765
E08/1748 ELA47/2503
N
APRIL 2011
0 5.0 Parabardoo 200km
kilometers
420,000 mE 430,000 mE 440,000 mE
7,500,000 mN 7,500,000 mN
7,490,000 mN 7,490,000 mN
----- End of picture text -----

Figure 3 Landsat channels 741 image from public domain remote sensing data

`2.4 Previous exploration`

`CRA Exploration Pty Ltd`

CRA Exploration Pty Ltd (“CRAE”) held several tenements covering various parts of the Wyloo Dome during 1985-1994 period. The principal target was stratiform base metal deposits within the Ashburton Formation and Duck Creek Dolomite, and gold at the Paulsens prospect and immediate environs. Exploration activities included aerial photography, airborne magnetic and radiometric

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surveying (250 m line spacing), ground magnetic surveying, geological mapping, stream sediment sampling and finally drilling at and in the immediate vicinity of the Paulsens deposit beyond the current Paulsons South exploration licenses.

MIM Exploration Pty Ltd

MIM Exploration Pty Ltd (“MIM”) conducted a regional stream sediment survey over the Wyloo Dome in the 1991-1995, exploring for gold and copper. Less than half the current tenure was covered by the MIM survey and no significant results were reported.

Taipan Resources NL

Taipan Resources NL (“Taipan”) held various parts of the project area during the 1990s and exploration activities focussed within what is now E08/1457 included a regional airborne radiometric and magnetic survey (200 m line spacing), reconnaissance rock chip sampling (26 samples), and shallow vertical RAB drilling. The auger sampling covered approximately 5 km[2] on 100 m centres and was designed to sample in situ regolith beneath a thin layer of alluvium in the north eastern part of the area now covered by E08/1457. No significant results were reported from the auger geochemistry or RAB drilling. There was only one significant rock chip sample greater that 0.1 g/t gold of 0.41 g/t Au and 1.9% Cu.

Venture Minerals Ltd

Venture Minerals Ltd has focussed exploration activities on the Highway Fault Zone within E08/1457, E08/1748 and E47/1765, a large quartz veined ridge within the Mt Roe formation within E47/1765. Venture completed a number of mapping programs and also collected 46 rock chip samples, of these only 6 were greater than 0.1 g/t gold, these are listed in the table below.

Sample	ID Northing	Easting	Gold g/t	Silver g/t	Copper %
PSRK009	7497453	418054	0.12	2	2.3
PSRK014	7497568	418095	0.88	17	4.4
PSRK018	7495843	418927	2.59	58	4.1
PSRK022 PSRK027	7495047 7495841	418962 418923	0.31 1.37	6 83	0.9 6.8
SOPS335	7495971	419820	0.42	130	0.2

Table 1 Results from drilling greater than 0.1g/t from Ventures Minerals Annual report.

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`3. BULONG PROJECT`

2.5 Proposed exploration and budget

Rumble has provided comprehensive programs and budgets for the initial two years of exploration.
Exploration within the initial two years is planned to include the following. Conduct detailed
geological mapping and sampling and complete a review of exploration completed to date. Initial RC
drilling to test targets with follow up drilling if warranted.

An exploration budget of $275,000 is proposed for the first year and $260,000 for year two.

`3.1 Introduction`

The Bulong Project is located 35 kilometers east of Kalgoorlie in West Australia and is north of the old Bulong Town site. The Project covers 120ha from one granted mining lease M25/180 and has a 2 kilometre strike of prospective greenstone belt. There are numerous old workings with the largest being the Golden West Mine which produced 1,273 ounces of gold between 1902-10. The Bulong district has a recorded historic production of 3,989kg of gold (Ahmat, 1995). The site can be accessed by a bitumen road from Kalgoorlie to Bulong and then by local unsealed tracks. The Project is on the Kurnalpi 1:250,000 map sheet and is on the Kanowna 1:100,000 map sheet.

`3.1.1` Regional geology


`Activity`		`Expenditure`
	`YEAR 1`	`YEAR 2`	`TOTAL`
`Wages`	`$45,000`	`$45,000`	`$90,000`
`Data Compilation at Review`	`$15,000`	`$5,000`	`$20,000`
`Geochemistry Sampling`	`$35,000`	`$30,000`	`$65,000`
`Aircore Drilling`	`–`	`–`	`–`
`RC Drilling`	`$120,000`	`$120,000`	`$240,000`
`Assays`	`$25,000`	`$25,000`	`$50,000`
`Administration`	`$35,000`	`$35,000`	`$70,000`
`TOTAL`	`$275,000`	`$260,000`	`$535,000`

The Bulong Project is located on the western limb of the Bulong Anticline, a major upright fold within the Gindalbie Formation of the Noreseman-Wiluna Greenstone Belt. The Bulong Fault is interpreted to run along the eastern margin of the Project in a northerly direction and is a controlling feature for gold mineralisation in the area.

`3.1.2` Local geological setting

The Project area covers an alternating sequence of Archaean mafic and ultramafic volcanic, felsic volcanic, greywackes and black shales with minor dolerite, gabbro, and albite porphyry intrusive. The sequence strikes northerly and dips westerly between 50 and 80 degrees. These rock units are covered in part by shallow soils and by remnant lateritic cover.

`3.2 Previous Exploration Activities`

`General Gold and Ramsgate Resources NL Joint Venture`

Table 2 Paulsens Project. Proposed exploration budget (based on full subscription to raise $2.5 million)

In 1992 General Gold Resources NL and Ramsgate Resources NL entered into an option period to assess the gold potential of the Bulong area, this work included the current Project area.

Bedrock interface geochemistry was completed on 200m line spacing with alternate lines at 25m and 50m intervals. This work indentified a gold trend of some 200m strike and was associated with the Great Oversight line of workings. No follow up work was recorded.

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Troy Resources NL

In 1995 Troy Resources NL as operator of a larger JV owned by Bamboo Gold Mines N.L continued exploration on the Bulong Project. Troy completed a detailed interpretation of reprocessed multiclient aeromagnetic data and produced and interpretation at 1:25,000. Color magnetic intensity contours and clour images of the second east-west derivative indicated a series of northsouth trending variably magnetic lithological units. The main feature identified by this work is a prominent north trending structural feature which is along the eastern edge of the Project and was thought to be related to the Bulong Shear. Cross cutting north west trending structures were also identified as providing targets for further exploration. Geological mapping at 1:5000 was completed utilising 1:25,000 aerial photography. The main moderately magnetic rock unit was identified as talc carbonate schist, with intercalculations of highly weathered argillite (mafic), gabbro and felsic volcanics.

A total of 34 rock chip samples were collected during this mapping and were submitted to a local laboratory for analysis for gold by inductively coupled plasma mass spectrometry (ICPMS). Three values greater than 1g/t gold were returned with a peak value of 1.7g/t.

A regional soil sampling program collecting 36 samples on a 50m x 200m grid was also completed. A peak value of 90ppb was returned.

Troy completed a RAB drilling program of 11 holes for 665m (BRB86-88, 90 and 91, 204-209) on three lines across the Project to test soil anomalies and to gain stratigraphic information. All drilling was angled at 60 deg to the east and was until blade refusal. There was only one value above 200ppb with BRB87 intersecting 6m at 370 ppb gold from 75m on section 2800N. This was recorded from highly weathered carbonate altered mafic clay with minor quartz veining.

Troy completed a further program of exploration in 1997 with an auger drill program of 63 holes on 100m E-W spacing on lines spaced 200m apart. The holes were drilled to an average depth of 1.2m. This auger program produced seven results over 50ppb with a peak of 107 ppb in the SW corner of the project. A further 5 RAB holes were drilled (BLBRB1-5) totalling 354m. Holes were spaced 50m apart and drilled at 60deg grid east. There was only one result over 200ppb with BLBRB4 returning 4m at 520ppb from surface within a laterite profile.

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To date exploration has highlighted the potential of the greenstone belt within the Project with
anomalous gold from soil/auger geochemistry and RAB drilling from within the oxide zones. The
deeper higher grade potential of the Project is yet to be tested by RC and diamond drilling.

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383,000 mE 384,000 mE 385,000 mE
M25/180
Bulong
Kalgoorlie 35km
N
APRIL 2011
Road
0 5.0
meters
383,000 mE 384,000 mE 385,000 mE
6,602,00
6,601,000 mN 6,601,000 mN
6,600,000 mN 6,600,000 mN
6,599,000 mN 6,599,000 mN
6,598,000 mN 6,598,000 mN
6,597,000 mN 6,597,000 mN
----- End of picture text -----

Figure 4 TMI aeromagnetic image . Public domain data.

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`3.3 Proposed exploration and budget`

Rumble has provided comprehensive programs and budgets for the initial two years of exploration. Exploration within the initial two years is planned to include the following. Conduct detailed geological mapping and sampling and complete a review of exploration completed to date. Initial RC drilling to test targets with follow drilling if warranted.

An exploration budget of $275,000 is proposed for the first year and $270,000 for year two.


`Activity`		`Expenditure`
	`YEAR 1`	`YEAR 2`	`TOTAL`
`Wages`	`$55,000`	`$55,000`	`$110,000`
`Data Compilation at Review`	`$25,000`	`$10,000`	`$35,000`
`Geochemistry Sampling`	`$20,000`	`$20,000`	`$40,000`
`Aircore Drilling`	`–`	`–`	`–`
`RC Drilling`	`$120,000`	`$120,000`	`$240,000`
`Assays`	`$20,000`	`$30,000`	`$50,000`
`Administration`	`$35,000`	`$35,000`	`$70,000`
`TOTAL`	`$275,000`	`$270,000`	`$545,000`

Table 3  Bulong Project. Proposed exploration budget
(based on full subscription to raise $2.5 million)

`4. FORRESTANIA PROJECT`

`4.1 Introduction`

The Forrestania Project is located approximately 80 kilometres ENE of Hyden and 140 km north of Ravensthorpe within the Yilgarn Mineral Field of Western Australia on the Holland (2833) 1:100,000 and the Hyden (SI 50-04) 1:250,000 map sheets.

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4.2 Location and tenure

Access to the tenements is gained via the Forrestania – Southern Cross Road and then via previously
established cleared grid lines. Alternative access can be gained via the Hyden – Norseman Road. Both
roads are unsealed and often closed during extended rain periods.

4.3 Regional geology

The Forrestania project area lies within the Forrestania Greenstone Belt which forms part of the
southern extension of the Southern Cross Greenstone Belt. The Southern Cross belt is bounded by
Archaean granitoid and gneiss, intruded by less deformed granite and pegmatite and cut by east-
trending Proterozoic dolerite dykes.

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----- Start of picture text -----

750,000 mE 755,000 mE 760,000 mE
Blue Haze
E77/1635
Mt Holland Ni
E77/1513
Beautiful Sunday
North Ironcap
E77/1514
N
APRIL 2011
Flying Fox 0 2.0
kilometers
750,000 mE 755,000 mE 760,000 mE
6,430,000
6,425,000 mN 6,425,000 mN
6,420,000 mN 6,420,000 mN
6,415,000 mN 6,415,000 mN
6,410,000 mN
----- End of picture text -----

Figure 5 TMI aeromagnetic image from public domain data

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The Forrestania belt comprises a lowermost sequence of tholeiitic basalt, with up to six ultramafic members, and numerous thin banded iron formation (BIF), sulphidic substrate rocks and chert units. This sequence is overlain by psammitic to pelitic schists which occupy the core of a regionally northplunging syncline. Granitic doming post the Archaean unit emplacement has caused significant distortion of the Forrestania Greenstone Belt, with the most obvious effect being the creation of the Forrestania Syncline which pinches out in the southern most portion of the Forrestania Greenstone Belt.

The tenements lie approximately in the core of the Forrestania Syncline covering a metasedimentary sequence.

Five distinct komatiitic ultramafic sequences are identified in the region and are termed the Western Ultramafic Belt (WUB), the Takashi Ultramafic Belt (TUB), the Central Fold Belt (CFUB), the Mid Eastern Ultramafic Belt (MEUB), and the Eastern Ultramafic Belt (EUB). These units are highly prospective for nickel mineralization.

Cross-cutting the regional stratigraphy is a large and splayed dolerite dyke sequence which has deformed and slightly altered the synclinal structure, indicating possible shearing and faulting within the area of dyke emplacement. These dykes have often been associated with gold mineralization within the Forrestania Greenstone Belt, as seen at Lounge Lizard, about 10 km south-southwest of the tenement.

4.4 Previous Exploration

Cazaly Resources completed a desk top study of previous exploration and available open file data. Also a field reconnaissance trip was conducted in late 2009. Thick vegetation with limited bedrock exposure was observed and no gold mineralisation (historic workings etc) was evident within the tenement. The region has a long history of nickel and more recently gold exploration, however there does not appear to have been any modern exploration on the tenement.

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4.5 Proposed exploration and budget

Rumble has provided comprehensive programs and budgets for the initial two years of exploration.
Exploration within the initial two years is planned to include the following. Conduct detailed
geological mapping and sampling and complete a review of exploration completed to date. Initial
aircore drilling to test targets with follow up aircore or RC drilling if warranted.

An exploration budget of $95,000 is proposed for the first year and $145,000 for year two.


`Activity`		`Expenditure`
	`YEAR 1`	`YEAR 2`	`TOTAL`
`Wages`	`$35,000`	`$35,000`	`$70,000`
`Data Compilation at Review`	`$15,000`	`$5,000`	`$20,000`
`Geochemistry Sampling`	`$25,000`	`$25,000`	`$50,000`
`Aircore Drilling`	`–`	`$50,000`	`$50,000`
`RC Drilling`	`–`	`–`	`–`
`Assays`	`–`	`$10,000`	`$10,000`
`Administration`	`$20,000`	`$20,000`	`$40,000`
`TOTAL`	`95,000` `$`	`$145,000`	`$240,000`

Table 4 Forrestonia Project. Proposed exploration budget (based on full subscription to raise $2.5 million)

The GSWA released a regional gravity survey covering the Southern Cross and Hyden 250K sheets during the report year. Cazaly obtained this data and used an independent consultant to re-process and create several types of images to assist the geological interpretation of the project area. The tenement covers low-density material consistent with sedimentary or pelitic metasedimentary rocks.

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Frost, K.M. et al. 1998 Forrestania nickel deposits, in Geology of Australia and Papua and New Guinean Mineral Deposits (Eds: DA Berkman and DH Mackenzie), pp 365-370 (The Australasian Institute of Mining and Metallurgy:Melbourne).

5. `REFERENCES & BIBLIOGRAPHY`

Paulsens South

MINEDEX: GSWA website. www.doir.wa.gov.au

Blight, D. F., Seymour, D. B., and Thorne, A. M., 1986. Wyloo SF50-10. Second edition. Geological Survey of Western Australia 1:250,000 Geological Map Series

Halliday, H. P., 1998. Paulsens Project partial surrender report Exploration License 08/665. Unpublished report for Taipan Resources NL, lodged with the Geological Survey of Western Australia, Department of Industry and Resources.

Northern Star Resources Ltd 2011. Quarterly Report. December Quarterly Report 2010 and various public announcements available from company website.

Nustar Mining Corporation Ltd, 2006. March Quarterly 2006 report to ASX, Annual Report 2005, and various public announcements available from company website.

Owen, S., 2006. Paulsens South Project. Exploration Licence 08/1457 Annual Technical Report for the Period 20/9/2005 to 20/9/2006. Unpublished report to the WA Department of Industry and Resources.

Topping, T. K., Halliday, H. P., & Owen, S. R., 1999. The Paulsens Gold Deposit Ashburton Mineral Field, WA. New Generation Gold Mines ’99, p117-125.

Bulong

Ahmat, A.L. 1995. Geology of the Kanowna 1:100,000 sheet: Western Australia Geological Survey, 1:100,000 Geological Series Explanatory Notes.

Hutchison, N, 1997. Prospecting Licence P25/1124 Annual Technical Report for the Period 29 August 1996 to 28 August 1997. Unpublished report to the WA Department of Industry and Resources.

Mt Monger Gold Project Pty Ltd, 1992. Annual Combined Mineral Exploration Report M1562 for the Period ending 30 June 1992. Unpublished report to the WA Department of Industry and Resources.

Taylor, C.D. 1995. Annual Report for P25/1124 Bulong District, Western Australia for the Period 29 August 1994 to 28 August 1995. Unpublished report to the WA Department of Industry and Resources.

Forrestania

G Miles, 2010. Exploration Licence E77/1635 Annual Technical Report for the Period 15 October 2009 to 14 October 2010. Unpublished report to the WA Department of Industry and Resources.

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6. `GLOSSARY OF TECHNICAL TERMS`

aeromagnetic A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the Earth’s magnetic field. Alluvium Clay silt, sand, gravel, or other rock materials transported by flowing water and deposited in comparatively recent geologic time as sorted or semi-sorted sediments in riverbeds, estuaries, and flood plains, on lakes, shores and in fans at the base of mountain slopes and estuaries.

Amphibolite Metamorphic rocks that contain amphibole. anomalies An area where exploration has revealed results higher than the local background level. Archaean Older than 2500 million years before present. The oldest subdivision of the Precambrian Era. arsenopyrite Sulphide mineral of arsenic, FeAs2 assayed The testing and quantification metals of interest within a sample. auger drilling A rotary drilling technique which uses a blade drill bit and screw auger shaft to return sample to the surface. base metals A non-precious metal, usually referring to copper, lead and zinc. basin A large depression within which sediments are sequentially deposited and lithified. Bedrock Any solid rock underlying unconsolidated material. biotite Mineral of the mica group. with the approximate chemical formula K(Mg,Fe)3AlSi3O10(F,OH)2 breccia Rock consisting of angular fragments enclosed in a matrix, usually the result of persistent fracturing by tectonic or hydraulic means. Cainozoic An era of geological time spanning the period from 65 million years ago to the present. calcite A mineral of composition CaCO3 (calcium carbonate) it is an essential component of limestones and marbles.

Calcrete Superficial residual deposits cemented by or precipitated from groundwater as secondary calcium carbonate as a result of evaporation Cambrian First geological period of the Paleozoic Era, lasting from 540 million years ago to 488 million years ago. It is succeeded by the Ordovician carbonate Rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and CO3. Essential component of limestones and marbles. chalcopyrite Sulphide mineral of copper. CuFeS2

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chert Fine grained sedimentary rock composed of cryptocrystalline silica. chlorite A green coloured hydrated aluminium-iron-magnesium silicate mineral (mica) common in metamorphic rocks. clastic Pertaining to a rock made up of fragments or pebbles (clasts). clays A fine-grained, natural, earthy material composed primarily of hydrous aluminium silicates. colluvium A loose, heterogeneous and incoherent mass of soil material deposited by slope processes. conglomerate A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by the action of water. contact Surface which marks the change between rocks of different type. craton Large, usually ancient, stable mass of the earth’s crust. Cretaceous The third and final period of the Mesozoic era, between 141 and 65 million years ago. depletion The lack of a mineral in the near-surface environment due to leaching processes during weathering. diamond drill hole Mineral exploration hole completed using a diamond set or diamond impregnated bit for retrieving a cylindrical core of rock. dip The angle at which a rock stratum or structure is inclined from the horizontal. dolomite A rock or mineral composed of calcium and magnesium carbonate. electromagnetic A geophysical technique whereby transmitted electromagnetic fields are used to energise and detect conductive material beneath the earth’s surface. survey Epidote calcium aluminium iron sorosilicate mineral, Ca2Al2(Fe[3+] ;Al)(SiO4)(Si2O7)O(OH), erosional The group of physical and chemical processes by which earth or rock material is loosened or dissolved and removed from any part of the Earth’s surface. Fluviatile Material transported and deposited in rivers and streams. Felsic Rock that contains >75% felsic minerals; namely quartz, orthoclase and plagioclase Galena Sulphide Mineral. PbS. geochemical Pertains to the concentration of an element. Geophysical Pertains to the physical properties of a rock mass.

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Gneiss rocks formed by high-grade regional metamorphic processes from pre-existing formations that were originally either igneous or sedimentary rocks. granitoid A general term to describe coarse grained felsic intrusive igneous rocks resembling granite. hematite Iron oxide mineral, Fe2O3. horizon A time - plane discernable in rocks by some characteristic feature such as lithology.

hydrothermal fluids Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution. intra-cratonic Situated between or within cratons. Intrusion, Intrusive An intrusion is liquid rock that forms under the surface of the earth - Kyanite blue silicate mineral, commonly found in aluminium rich metamorphic pegmatites and/or sedimentary rock

lacustrine
laterite
leaching
Limestone
Mafic
magnetic anomaly
Metasediment
Mylonite
Noeproterozoic
Ordovician

Of or pertaining to lake sediments or a lake depositional environment
A cemented residuum of weathering, generally leached in silica with a high alumina and/or
iron content.
Removal of elements from soil by their dissolution in water and moving downward in the
ground.
A sedimentary rock containing at least 50% calcium or calcium-magnesium carbonate.
Rock which is rich in iron and magnesium.
Zone where the magnitude and orientation of the earth’s magnetic field differs from
adjacent areas.
A rock formed by metamorphism of sedimentary rocks.
Ductiley deformed rocks formed by the accumulation of large shear strain, in ductile fault
zones
Geological time period lasting from 1000 Million years ago to 542 years ago, succeeded by
the Cambrian.
Geological time period that covers the time between 488 to 443 million years ago

orogen A belt of deformed rocks, usually comprising metamorphic and intrusive igneous rocks, mostly occurring along the collision zone between cratons. outcrops Surface expression of underlying rocks.

oxidising Where oxidizing agents (oxidants) e.g. oxygen are present.

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	`oxidizing agents`	Species that gain electrons when they oxidize reduced species.
	`(oxidants)`
	`palaeochannel`	An ancient preserved stream or river.
	`palaeodrainage`	A preserved, inactive river system in-filled with partially consolidated fluvial sediments that
		may continue to carry water in the subsurface.
	`pedogenic`	A product of soil processes.
	`pisolitic`	Describes the prevalence of rounded manganese, iron or alumina-rich chemical
		concretions, frequently comprising the upper portions of a laterite profile.
	`playa lake`	Broad shallow lakes that quickly fill with water and quickly evaporate, characteristic of
		deserts.
	`Polymictic`	Referring to coarse sedimentary rocks, typically conglomerate, containing clasts of many
		different rock types
	`Pyrite`	Sulphide Mineral – FeS2
	`Pyrrhotite`	Sulphide Mineral – Fe1-xS
	`Quaternary`	0 – 2 million years, the latest period of time in the stratigraphic column.
	`Quartzite`	hard metamorphic rock which was originally sandstone
	`RAB drilling`	A drilling method in which fragmented material is brought to the surface on the outside of
		the drill hole.
	`radiometric`	Data relating to the radioactivity emitted by rocks at or near the earth’s surface, usually
		collected by helicopter or aircraft.
	`RC drilling`	A drilling method in which the fragmented sample is brought to the surface inside the drill
		rods, thereby reducing contamination.
	`regolith`	The layer of unconsolidated material which overlies or covers in situ basement rock.
	`residual`	Soil and regolith which has not been transported from its point or origin.
	`resources`	In situ mineral occurrence from which valuable or useful minerals may be recovered.
	`saline`	Salty
	`sandstone`	Sedimentary rock comprising predominantly of sand.
	`saprock`	Zone of weathered rock preserved within the weathered profile.
	`saprolite`	Disintegrated, in-situ rock, partially decomposed by the chemical and physical processes of
		oxidation and weathering.

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satellite imagery The images produced by photography of the Earth’s surface from satellites.

Sedimentary A term describing a rock formed from sediment.

Schist medium-grade metamorphic rocks, chiefly notable for the preponderance of lamellar minerals Shear zone A shear zone is a zone of strong deformation (with a high strain rate) surrounded by rocks with a lower state of finite strain Silcrete Superficial deposit or precipitate formed by low temperature chemical processes associated with ground waters, and composed of fine grained, hydrated minerals of silica. Sphalerite Sulphide Mineral of zinc - ZnS Tertiary This is the time period from the end of the Cretaceous to the present time. 65 million years in duration. Tonalite, Tonalitlic Tonalite is an igneous, plutonic (intrusive) rock, of felsic composition, transition zone Material or partly oxidised ore intermediate between the oxide zone and the primary zone.

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SECTiON 6 iNVESTigaTiNg aCCOUNTaNT’S REPORT –

unconformably Having the relation of uniformity to the underlying rocks; not succeeding the underlying strata in immediate order of age or parallel position. unconformity A term applied to a contact between stratigraphic units emplaced in an interrupted succession and not in parallel position.

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Rumble Resources Limited Investigating Accountant’s Report

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CW:DL:1RUMB01:C

21 April 2011

The Directors Rumble Resources Limited C/- Mining Corporate Pty Ltd PO Box 1905 SUBIACO, WA, 6904

Bentleys has not been requested to consider the prospects for the Company nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Bentleys accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Section 4 of the Prospectus.

BACKGROUND

Rumble Resources was formed as a public company limited by shares on 14 January 2011.

The business activities of the company are From the date of incorporation to 7 April 2011, 11,450,003 ordinary fully paid shares have been issued as follows: subject to various risks that may impact on

the future performance of the company. 3 ordinary shares were issued on incorporation at $1.00 per share totalling $3;

Dear Sirs

Investigating Accountant’s Report – Rumble Resources Limited

INTRODUCTION

This report has been prepared at the request of the Directors of Rumble Resources Limited (“Rumble Resources” or “the Company”), for inclusion in a prospectus to be lodged with the Australian Securities and Investment Commission (“ASIC”) on or around 27 April 2011 (“Prospectus”), relating to the proposed issue of a minimum of 12,500,000 ordinary shares at an issue price of $0.20 each to raise a total of at least $2,500,000.

The Company may also accept oversubscriptions of up to a further 2,500,000 ordinary shares at an issue price of $0.20 to raise up to a further $500,000. The offer is not underwritten and the minimum subscription level is $2,200,000.

BASIS OF PREPARATION

The report has been prepared to provide investors with information on historical results and the financial position of the Company, and to provide investors with a pro forma Statement of Financial Position and pro forma Statement of Comprehensive Income of the Company as at 7 April 2011 adjusted to include funds raised by the Prospectus and the completion of exploration interest acquisitions and other transactions as referred to in Note 2 of Appendix 2.

This Report does not address the rights attaching to the Shares to be issued in accordance with the Prospectus, the risks associated with the investment, nor form the basis of an Expert’s opinion with respect to a valuation of the Company or a valuation of the Share issue price of $0.20 per share to the public.

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

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2,300,000 ordinary shares were issued to seed investors at $0.05 per shares totalling $115,000; and 2,150,000 ordinary shares were issued to seed investors at $0.10 per shares totalling $215,000.

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On 26 February 2011, the Company entered into an option agreement with Sammy Resources Pty Ltd (“Sammy Resources”) for the purchase of the Forrestania Project. The Company may acquire a 51% initial interest in the Forrestania Project through the payment of $50,000 and issue of 250,000 ordinary fully paid shares in the Company upon being admitted to the official list of ASX. The Company may acquire a further 24% interest through the completion of 1,000m of RC and/or Diamond drilling on the Forrestania Project.

On 3 March 2011, the Company entered into an option agreement with Venture Minerals Ltd (Venture Minerals”) for the purchase of the Paulsen’s South Project. The Company may acquire a 51% initial interest in the Project through the completion of $500,000 of expenditure on the Project within three years of the Company being admitted to the official list of ASX. The Company may acquire a further 19% interest in the Project through the completion of a further $1,000,000 of the expenditure on the Project within five years of the Company being admitted to the official list of ASX.

On 15 March 2011, the Company entered into an option agreement with Scott Walter Wilson to purchase the Bulong Project. The Company may acquire an 80% interest in the Bulong Project through the payment of $50,000 and the issue of 250,000 ordinary fully paid shares and 250,000 options upon the Company being admitted to the official list of ASX. The Company shall pay a further $50,000 twelve months after being admitted to the ASX and a further $50,000 twenty four months after being admitted to the ASX.

Since incorporation, the only other activities undertaken by the Company have been the preparation for the proposed ASX listing of the Company. Refer to Section 8 of the Prospectus for further details of the nature of these agreements.

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SCOPE OF REPORT

Rumble Resources Limited Investigating Accountant’s Report

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Rumble Resources Limited Investigating Accountant’s Report

The assets have been included at cost in the pro forma Statement of Financial Position. We have not performed our own valuation of the exploration interests. We are unable to form a view on whether the carrying values of the interests are fairly stated.

Bentleys has been requested to:

OPINIONS

(a) report whether anything has come to our attention which would cause us to believe that the historical financial information disclosed in the appendices to this report is not fairly presented in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company, and
(b) report whether anything has come to our attention which would cause us to believe that the pro forma financial information disclosed in the appendices to this report is not presented fairly in accordance with the basis of preparation and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company.

The Company has prepared, and is responsible for, the historical and pro forma financial information included in the appendices to this report.

(a) Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in the appendices of this report is not presented fairly in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company.

(b) Pro Forma Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro forma financial information, as set out in the appendices of this report is not presented fairly in accordance with the basis of preparation in the appendices and assumptions set out therein and with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company.

SCOPE OF REVIEW

SUBSEQUENT EVENTS

Bentleys has not audited the financial statements of the Company as at 7 April 2011. We have conducted our review of the historical financial information in accordance with Australian Auditing Standard ASRE 2405 “Review of Historical Financial Information Other Than a Financial Report”. We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including:

(i) enquiry of directors, management and others;

To the best of Bentleys’ knowledge and belief, there have been no material items, transactions or events subsequent to 7 April 2011 not otherwise disclosed in this report or its appendices that have come to our attention during the course of our review which would cause the information included in this report to be misleading or deceptive.

INDEPENDENCE

(ii) analytical procedures on the historical information;
(iii) a review of work papers, accounting records and other documents; and
(iv) comparison of consistency in application of the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company.

The review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards.

Having regard to the nature of the review, which provides less assurance than an audit, and to the nature of the historical and pro forma financial information, this report does not express an audit opinion on the historical and pro forma financial information included in the appendices to this report.

VALUATION OF EXPLORATION INTERESTS

The principal assets of the Company will be its exploration interests.

Bentleys does not have any interest in the outcome of the listing of the shares, other than in connection with the preparation of this report for which normal professional fees will be received. Bentleys were not involved in the preparation of any part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Bentleys consents to the inclusion of this report in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

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BENTLEYS Chartered Accountants

CHRIS WATTS Director

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Rumble Resources Limited Investigating Accountant’s Report

APPENDIX 1 – HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION

STATEMENT OF FINANCIAL POSITION

STATEMENT OF COMPREHENSIVE INCOME

		Reviewed	Reviewed
		Actual	Pro forma
	Note	7 April 2011	7 April 2011
		$	$
CURRENT ASSETS
Cash and cash equivalents	3	265,460	2,392,411
Trade and other receivables		2,806	2,806
TOTAL CURRENT ASSETS		268,266	2,395,217
NON CURRENT ASSETS
Exploration expenditure	4	23,318	258,318
TOTAL NON CURRENT ASSETS		23,318	258,318
TOTAL ASSETS		291,584	2,653,535
CURRENT LIABILITIES
Trade and other payables		20,066	20,066
TOTAL CURRENT LIABILITIES		20,066	20,066
TOTAL LIABILITIES		20,066	20,066
NET ASSETS		271,518	2,633,469
EQUITY
Issued capital	5	326,742	2,653,693
Option reserve	6	-	35,000
Accumulated losses	7	(55,224)	(55,224)
TOTAL EQUITY		271,518	2,633,469

		Reviewed	Reviewed
		Actual	Pro forma
		for the Period	for the Period
	Note	7 April 2011	7 April 2011
		$	$
Income		-	-
Employees entitlement expenses		(8,720)	(8,720)
Insurance		(2,625)	(2,625)
Meetings and conference		(6,196)	(6,196)
Travel and accommodation		(36,921)	(36,921)
Other expenses		(762)	(762)
Loss before income tax		(55,224)	(55,224)
Income tax expense		-	-
Loss after income tax		(55,224)	(55,224)
Other comprehensive income		-	-
Total comprehensive Income/(Loss) for the period		(55,224)	(55,224)

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Rumble Resources Limited Investigating Accountant’s Report

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APPENDIX 2 – NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

1. Summary of significant accounting policies

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established.

(a) Basis of Accounting

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

The financial statements have been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of Australian Accounting Standards, Australian Accounting Interpretations and the Corporations Act 2001.

(d) Income Tax

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

The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

The preparation of the Statement of Comprehensive Income and Statement of Financial Position requires the use of certain critical accounting estimates and assumptions. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Statement of Comprehensive Income and Statement of Financial Position are disclosed where appropriate.

The financial information has been prepared on the basis of a going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The Statement of Comprehensive Income for the period ended 7 April 2011 and the Statement of Financial Position as at 7 April 2011 are in accordance with the Company’s reviewed financial position at that date. The pro forma Statement of Comprehensive Income for the period ended 7 April 2011 and the pro forma Statement of Financial Position as at 7 April 2011 represents the reviewed financial result and position and adjusted for the transactions discussed in Note 2 to this report. The Statement of Comprehensive Income and Statement of Financial Position should be read in conjunction with the notes set out in this report.

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 are measured at the amounts expected to be paid to 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 is charged directly to equity instead of the Statement of Comprehensive Income when the tax relates to items that are credited 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.

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.

(b) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts

(c) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

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.

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

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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.

(e) Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. 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 to the Statement of Comprehensive Income.

Impairment testing is performed annually for goodwill and 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 .

(f) Exploration and Evaluation Expenditure

Exploration, evaluation and development 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.

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(g) Investments & Financial Instruments

Recognition and de-recognition

Regular purchases and sales of financial assets are recognised on trade-date being the date on which the Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the Statement of Comprehensive Income as gains and losses from investment securities.

Classification and Subsequent Measurement

(i) Financial assets at fair value through profit or 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 evaluation 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. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss in the period in which they arise.
(ii) 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 using the effective interest rate method.

(iii) 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 using the effective interest rate method.

(iv) Available-for-sale financial assets

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 for 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 year of abandoning the site.

Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

(v) Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

Fair Value

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

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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 impairment has arisen. Impairment losses are recognised in the Statement of Comprehensive Income.

(h) Trade Creditors

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Issued Capital

Ordinary shares are classified as equity.

Costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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The fair value at grant date is independently determined using a Black and Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets).

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the Statement of Comprehensive Income with a corresponding adjustment to equity.

Under the employee share scheme, shares issued by the Company’s Employee Share Plan to employees for no cash consideration vest immediately on grant date. On this date, the market value of the shares issued is recognised as an employee benefits expense with a corresponding increase in equity.

(k) Provisions

(j) Employee Benefits

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Provisions for legal claims, service warranties and make good obligations are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

(l) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

(iii) Share-based payments

Share-based compensation benefits are provided to employees via the Rumble Resources Limited Employee Option Plan and an employee share scheme.

The fair value of options granted under the Rumble Resources Limited Employee Option Plan is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.

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Where the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

Receivables and payables in the statement of financial position are shown inclusive of GST.

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2. Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Information

The pro-forma financial information has been included for illustrative purposes to reflect the position of the Company on the assumption that the following transactions had occurred as at 7 April 2011:

(a) The issue of 12,500,000 ordinary shares at $0.20 each pursuant to the Prospectus to raise a gross $2,500,000;
(b) The payment of expenses of the public issue totalling an estimated $273,049 and expensed against equity;
(c) The issue of 250,000 ordinary shares at $0.20 each and payment of $50,000 to Sammy Resources to acquire Forrestania Project pursuant to the terms of the Option Agreement;
(d) The issue of 250,000 ordinary shares at $0.20 each and payment of $50,000 to Scott Walter Wilson to acquire Bulong Project pursuant to the terms of the Option Agreement;
(e) The issue of 250,000 options to Scott Walter Wilson to acquire Bulong Project pursuant to the terms of the Option Agreement. The options are exercisable at $0.25 per share by 31 July 2014. The options will be issued for nil consideration and are valued under the Black and Scholes model at $0.14;

Note 3. Cash and cash equivalents Cash at Bank Issue of 12,500,000 ordinary shares pursuant to the Prospectus 2(a) Prospectus issue costs 2(b) Payment to Sammy Resources 2(c) Payment to Scott Walter Wilson 2(d)	Reviewed Actual 7 April 2011 Reviewed Pro forma 7 April 2011
	$ $

	265,460 265,460 - 2,500,000 - (273,049) - (50,000) - (50,000)
	265,460 2,392,411

Note : The effect of over subscriptions has not been accounted for. In the event that oversubscriptions occur the Company’s total raising would fall between the minimum subscription of $2,200,000 and the maximum oversubscription up to $3,000,000, the pro-forma cash balance would be increased to the extent of the oversubscription (adjusted for any increase in prospectus issue costs arising from the oversubscription).

4. Exploration expenditure	2(c) 2(d) 2(e)	23,318 23,318 - 100,000 - 100,000 - 35,000
Exploration expenditure at cost
Payment to Sammy Resources
Payment to Scott Walter Wilson
Payment to Scott Walter Wilson
		23,318 258,318

				Rumble Resources Limited	Rumble Resources Limited
			Investigating Accountant’s Report
			Reviewed		Reviewed
			Actual		Pro forma
		Note	7 April	2011	7 April 2011
			$		$
5.	Issued capital
	Issued capital		326,742		326,742
	Issue of 12,500,000 ordinary shares pursuant to the
	Prospectus	2(a)		-	2,500,000
	Prospectus issue costs	2(b)		-	(273,049)
	Issue of 250,000 ordinary shares pursuant to option
	agreement to Sammy Resources	2(c)		-	50,000
	Issue of 250,000 ordinary shares pursuant to option
	agreement to Scott Walter Wilson	2(d)		-	50,000
			326,742		2,653,693

On 15 January 2011, the Company issued 4,000,000 unlisted options exercisable at $0.25 on or before 31 July 2014 from the receipt of official quotation on the ASX. The options were issued for nil consideration to directors and promoters of the Company to provide an incentive for future performance.

a. Ordinary Shares	2(a) 2(c) 2(d)	11,450,003 11,450,003 - 12,500,000 - 250,000 - 250,000
Opening balance
Issue of 12,500,000 ordinary shares pursuant to the Prospectus
Issue of 250,000 ordinary shares pursuant to option agreement to Sammy Resources Issue of 250,000 ordinary shares pursuant to option agreement to Scott Walter Wilson
		11,450,003 24,450,003
	2(e)

6. Option Reserve
Issue of 250,000 options pursuant to option agreement exercisable at $0.25 per share		- 35,000


7. Accumulated losses
Accumulated losses		(55,224) (55,224)

8. Related Parties

Refer to Section 8 of the Prospectus for details of related party transactions and shareholdings.

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9. Commitments

(a) Exploration

The Company will have minimum obligations pursuant to the terms and conditions of the exploration licences in the forthcoming year of $132,000 for exploration commitments and $6,692 for rental commitments. These obligations are capable of being varied from time to time, in order to maintain current rights of tenure to mining tenements.

(b) Native Title

The Company’s mining tenements may be subject to native title applications in the future. At this stage it is not possible to quantify the impact (if any) that native title may have on the operations of the Company.

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SECTiON 7 SOLiCiTOR’S REPORT ON TENEMENTS –

10. Contingent Assets and Liabilities

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in this Prospectus.

11. Subsequent Events

At the date of this report there have been no material events subsequent to balance date that we are aware of, other than those disclosed in this Prospectus.

P a g e | 15 of 15

C O N F ID E N TI AL

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21 April 2011

The Directors Rumble Resources Limited Unit 35, Level 3 22 Railway Road SUBIACO WA 6008

PHONE (618) 6211 5000 FAX (618) 6211 5055 ABN 83 662 050 668 POSTAL ADDRESS PO Box Z5433 St Georges Tce Perth WA 6831 ADDRESS Level 24, St Martin’s Tower, 44 St Georges Tce Perth WA 6000

to the areas of the Tenements are taken from details shown on DMP’s and NNTT's electronic registers. No survey was conducted to verify the accuracy of Tenement areas.

We have further assumed that the various parties’ seals and signatures on all the Agreements are authentic, and that the Agreements are and were within the capacity and powers of those who executed them. We assume that all of the Agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements of the parties to each of them concerning their respective subject matters.

2 . General Inform ation About Mining Tenem ents

`2` `.` `1 W estern Australia`

Dear Sirs

(a) `Mining Lease (“ML”)`

Solicitors’ Report on Mining Tenements Rumble Resources Limited ( “ Company ” ) (ACN 148 214 260)

This report has been prepared for inclusion in the prospectus to be issued by the Company dated on or about 20 April 2011 to raise up to $3,000,000 (“the 7 Prospectus”). The offer in the Prospectus comprises the issue by the Company of up to 15,000,000 fully paid ordinary shares at $0.20 each.

We have been requested to report on the mining tenement interests to which the Company is entitled to or has acquired rights (“the Tenements”). Details of these mining tenement interests are listed in the attached Schedule of Tenements (“the Schedule”) which, together with the notes to the Schedule (“the Notes”) forms part of this report.

The Company has entered into various option agreements with respect to the Tenements. These agreements are summarised in the material contracts section of the Prospectus (“the Agreements”).

All of the Tenements are located in Western Australia and are identified in the Schedule.

A ML gives the holder the exclusive right to find, extract and dispose of any minerals on the land the subject of that ML. The maximum area over which a ML may be granted must not exceed 10 square kilometres. A ML remains in force for a period of 21 years from the date of grant, the holder has an option to renew for another 21 years on expiry and further renewals are possible under the Mining Act 1978 (WA) (“Mining Act”). The holder of a ML must obtain ministerial consent in order to assign, sublet or part with possession of the ML.

The Company has acquired an interest in ML25/180.

The above tenement is set out in the Schedule.

(b) `Mining Lease Application (“MLA”)`

A MLA does not constitute a lease while the application is pending grant, however the applicant has a statutory entitlement to certain rights. A grant may take a considerable amount of time due to the Minister having to comply with the law relating to native title. This process is outlined in section 4 and 5 of this report.

1 . Searches

The Company does not hold an interest in any MLA’s.

We conducted searches of the Tenements listed in the Schedule in the registers maintained by the Western Australian Department of Mines and Petroleum (“DMP”) on 22 March 2011. We have also undertaken native title quick appraisal searches of DMP’s electronic register and cross checked those against the National Native Title Tribunal's (“NNTT”) electronic register in relation to the Tenements as at 22 March 2011.

As a result of those searches and our perusal of the Agreements, we consider this report provides an accurate statement, as at the date of the respective searches, as to the status of the Tenements and the interests of the Company in those Tenements. We have assumed the information in the registers maintained by DMP and NNTT is accurate. The references in the Schedule

(c) `Exploration Licence (“EL”)`

An EL remains in force for 5 years from the date of grant with the possibility of renewal by the Minister in certain circumstances. An EL must not be granted in respect of an area which is greater than 70 blocks, unless otherwise designated by the Minister. The holder of an EL is required to expend certain amounts upon exploration activities during the term with failure to do this leading to possible forfeiture of the licence.

The holder of an EL has, subject to the Mining Act, the right to apply for and to have granted a ML over the land the subject of the EL. The

SM99780

PRICE SIERAKOWSKI PTY LTD ACN 113 920 442 AN INCORPORATED LEGAL PRACTICE

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holder of an EL must not transfer or assign an EL within the first 12 months of its grant, unless approved by the Minister.

The Company has acquired an interest in the following EL’s:

EL77/1513, EL77/1514, EL77/1635, EL08/1457, EL08/1748 and EL47/1765.

The above are set out in the Schedule.

(d) `Exploration Licence Application (“ELA”)`

If an ELA is successful the Minister will grant an EL to the applicant. An ELA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. For there to be a valid grant the procedures outlined in section 4 and 5 below must have been followed. Once an EL has been granted it cannot be transferred during the first year of the term of the license without the tenement holder obtaining ministerial consent.

from injury or desecration areas and objects which are of particular significance to Aboriginal people in accordance with Aboriginal tradition. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with aboriginal tradition.

The Aboriginal Heritage Act 1972 Western Australia (“WA Heritage Act”) applies to all of the Tenements located in Western Australia and makes it an offence, inter alia, to alter or damage an Aboriginal site or object on or under an Aboriginal site. An Aboriginal site is defined to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent.

There is no requirement or need for an Aboriginal site to be registered in any public manner or, indeed, to be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act.

The Company must ensure that any interference with such sites is in strict conformity with the provisions of the Commonwealth Heritage Act and the WA Heritage Act.

The Company has acquired an interest in the following ELA’s:

4 . Native Title Legislation

ELA08/2255, ELA08/2256, ELA08/2257 and ELA47/2503.

The above are set out in the Schedule.

Judicial recognition of native title at common law occurred in Mabo -vQueensland (No 2) (Mabo), a decision of the High Court of Australia on 3 June 1992. Generally native title rights to land will be recognised where:

(e) `Prospecting Licence (“PL”)`

A PL remains in force for 4 years and can be extended for a further 4 years. Pursuant to the Mining Act the holder of a PL has a right to apply for and have granted a mining lease over any of the land the subject of the PL, subject to the Mining Act and the conditions of the licence. The holder must make an application for conversion prior to the expiry of the PL.

The Company does not hold an interest in any PL’s.

(f) `Prospecting License Application (“PLA”)`

If a PLA is successful then the Minster will grant a PL to the applicant. A PLA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. For there to be a valid grant the native title procedures outlined in section 4 and 5 below must have been followed.

The Company does not hold an interest in any PLA’s.

`3` `.` `Aboriginal Sites`

The Tenements are subject to the provisions of the Aboriginal and Torres Strait Islander Heritage Protection Act (1984) (Cth) (the “Commonwealth Heritage Act”). This Act contains provisions designed to preserve and protect

(a) the claimants can establish that they have maintained a continuous connection with the land in accordance with their traditional laws and customs since British settlement in 1788; and
(b) the native title rights have not been lawfully extinguished.

The High Court held in Mabo that native title rights can be lawfully extinguished by certain government legislation and executive actions which are not inconsistent with native title. In order for extinguishment to be lawful the extinguishment must comply with the obligations imposed by the Racial Discrimination Act 1975 (Cth).

After Mabo, considerable uncertainties existed about the validity of proprietary rights in Australia, including mining tenements. To address those uncertainties the Commonwealth Parliament responded by passing the Commonwealth Native Title Act 1993 (Cth) (“NTA”). The NTA commenced on January 1994 and was substantially amended in 1998 in response to the decision of the High Court in Wik v Queensland. The Wik case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease. In summary the NTA:

(a) provides for recognition and protection of native title;

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(b) sets up mechanisms for determining claims for native title such as the “right to negotiate” which allows native title claimants to be consulted in relation to certain mining and other developments;
(c) make valid certain “past acts” which would otherwise be invalidated because of native title;
(d) establish ways in which “future acts” (eg the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases) affecting native title may proceed and how native title rights are protected, including rights to compensation; and

Where the Tenements relate to land which is currently the subject of a determined native title claim, the determination may provide that, in respect of the determination area there is no native title right or interest in minerals as defined by the Mining Act.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that the native title determination may be challenged, or the possibility of any further claims being made in the future.

6 . Validity of the Tenem ents

(a) Tenements granted since 23 December 1996

(e) provides a process by which claims for native title and compensation can be determined.

The Western Australian Parliament passed its own legislation, the Land (Title and Traditional Usage) Act 1993 (“WA Act”) prior to the Commonwealth Act. On 16 March 1995 the High Court found that the WA Act was invalid, which means that Western Australia must comply with the Commonwealth Act.

The High Court decision of Ward v Western Australia and South Australia (2002) HCA 28 (8 August 2002) established that where tenure such as a pastoral lease is granted, native title is extinguished to the extent that it is inconsistent with the rights conferred by the pastoral lease.

5. Native Title Claim s

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. Once a native title claim has been lodged, the Court will refer the application to the Native Title Registrar. The Native Title Registrar must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA.

If the Native Title Registrar is satisfied the lodged claim meets the registration requirements set out in the Commonwealth Act ("Registration Test”) it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (“Register”). Claimants of registered claims are afforded certain procedural rights under the Commonwealth Act including the “right to negotiate”.

Claims which fail to meet the Registration Test are recorded on the Tribunal’s Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.

Existing pastoral leases on land the subject of the Tenements extinguish the right of native title claimants to control the land, restrict access to the land and require permission for acts to be done.

Mining Tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in (b) below were followed by the relevant parties. We have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each Tenement, but are not aware of any reason why they would be regarded as not being validly granted.

All of the granted Tenements were granted after 23 December 1996.

(b) Future Tenement Grants

The valid grant of any mining tenement which may affect native title requires full compliance with the provisions of the NTA in addition to compliance with the usual procedures under the relevant State or Territory mining legislation. The primary procedure prescribed under the NTA is the “right to negotiate” process.

The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a 6 month period of negotiation between the State or Territory Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the National Native Title Tribunal (“NNTT”), which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if:

(i) the act is not to interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land; and

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(ii) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land; and
(iii) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

When the proposed future act is considered to be one that attracts the
expedited procedure, persons have until 3 months after the notification
date to take steps to become a native title party in relation to the
relevant act (for example the proposed granting of an exploration
licence).  The future act may be done unless, within four months after
the notification day, a native title party lodges an objection with the
NNTT against the inclusion of a statement that the proposed future act
is an act attracting the expedited procedure.

If there are no objections lodged within the four month period, the act
may be done.  If one or more native title parties object to the
statement, the NNTT must determine whether the act is an act
attracting the expedited procedure.  If the NNTT determines that it is,
the Territory may do the future act (i.e. grant an exploration licence).

Further, the right to negotiate process does not have to be pursued in
cases where an indigenous land use agreement (“ILUA”) is negotiated
with the relevant Aboriginal people and registered with the NNTT.  In
such cases, the procedures prescribed by the ILUA must be followed
to obtain the valid grant of the tenement.  These procedures will vary
depending on the terms of the ILUA.

7 . Renewals and Extensions of Tenem ents

As with the granting of mining tenements, renewals and extensions of mining
tenements granted prior to 1 January 1994, to the extent the renewals were
invalid due to native title, have been validated by legislation.

Renewals of mining tenements granted between 1 January 1994 and 23
December 1996 have been similarly validated provided certain statutory
criteria have been met.

There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the Courts.

Other than as stated above, renewals of mining tenements are subject to the same right to negotiate process as is described in 6(b) above.

Com pliance

8 .

The Company’s interest in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the granted Tenements under the provisions of the Mining Act of Western Australia and regulations made pursuant to that legislation, together with the conditions specifically applicable to any granted mining tenement. The searches that we have carried out in relation to the Tenements do not reveal any failure to comply with the conditions in respect of each of the granted mining tenements.

9 . Qualifications

While the status of the Tenements is dealt with in detail in the Schedule and the Notes to the Schedule we point out by way of summary, that:

(a) we have assumed that all searches conducted on our behalf by the departments are complete and accurate as at the time the searches were conducted;
(b) we have assumed that all information or advice, whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete;
(c) in relation to each tenement application we express no opinion as to whether such tenement application will ultimately be granted, (including whether relevant Ministerial consent will be obtained) nor the conditions to which such tenement application may be granted or may not be granted subject to; and
(d) in relation to the native title determination outlined in this report we do not express an opinion on the merits of such determination.

Renewals made after 23 December 1996 of tenements validly granted before
that date will not be subject to the right to negotiate process provided:

(a) the area to which the earlier right is made is not extended;
(b) the term of the new right is not longer than the term of the earlier right; and
(c) the rights to be created are not greater than the rights conferred by the earlier grant.

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10 . Consent

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

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`PRICE SIERAKOWSKI`

10		4,5	2,3,6	2,3,6	2,3,7	1	1	1	N/A	N/A	N/A	N/A
	`Native Title` `and/or Heritage` `Agreements` `(see notes)`

		Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	8	Nil
	`Encumbr` `ances` `(see` `notes)`

	`Next` `Annual` `Rent`	1,914.00	$0.00	$0.00	$363.33	1,023.00	$565.29	2,826.45	N/A	N/A	N/A	N/A
		$				$		$
	`Expenditure` `commitments` `per Annum`	$12,000.00	$15,000.00	$10,000.00	$15,000.00	$30,000.00	$20,000.00	$30,000.00	N/A	N/A	N/A	N/A
	`Area`	119.8HA	2 BL	1 BL	3 BL	4 BL	3 BL	15 BL	8 BL	1 BL	2 BL	4 BL
	`e`
10 *Schedule of Mining Tenements* To be read in conjunction with the abbreviations and notes at the end of the Schedule.	`Expiry Dat`	25/05/2029	31/03/2014	31/03/2014	14/10/2014	19/09/2011	14/01/2013	16/03/2013	N/A	N/A	N/A	N/A
	`Grant Date`	26/05/2008	01/04/2009	01/04/2009	15/10/2009	20/09/2005	15/01/2008	17/03/2008	N/A	N/A	N/A	N/A
	`Application` `Date`	14/08/1995	15/11/2007	15/11/2007	28/11/2008	20/05/2004	28/11/2006	28/11/2006	10/03/2011	10/03/2011	10/03/2011	10/03/2011
	`State`	WA	WA	WA	WA	WA	WA	WA	WA	WA	WA	WA
	`Shares` `Held`	100	100	100	100	100	100	100	100	100	100	100
	`Registered Holder or` `Applicant`	Scott Walter Wilson	Sammy Resources Pty Ltd	Sammy Resources Pty Ltd	Sammy Resources Pty Ltd	Venture Minerals Limited	Venture Minerals Limited	Venture Minerals Limited	Rumble Resources Limited	Rumble Resources Limited	Rumble Resources Limited	Rumble Resources Limited
	`Project Name`	Bulong	Forrestania	Forrestania	Forrestania	Paulsens South	Paulsens South	Paulsens South	Paulsens South	Paulsens South	Paulsens South	Paulsens South
	`Tenement` `No.` `and Type`	ML25/180	EL77/1513	EL77/1514	EL77/1635	EL08/1457	EL08/1748	EL47/1765	ELA08/2255	ELA08/2256	ELA08/2257	ELA47/2503
	`Status`	Live	Live	Live	Live	Live	Live	Live	Pending	Pending	Pending	Pending

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Notes

4.	`Application Name:`	Marjorie May Strickland & Anor v the State of
		Western Australia
	`Tribunal Number:`	WC10/14
	`Federal Court Number:`	WAD301/10
	`Application Date:`	14 October 2010
	`Claim Status:`	Currently identified for registration testing
	`Current Status:`	Currently identified for registration testing
	`Notification Status:`	Pre notification
	`In Mediation:`	No
5.	`Application Name:`	Leonne Dale Velickovic & Others on behalf of
		the Widji People v Premier and State of
		Western Australia
	`Tribunal Number:`	WC98/27
	`Federal Court Number:`	WAD6243/98
	`Date Registered:`	15 June 1998
	`Claim Status:`	Registered
	`Current Status:`	Active
	`Notification Status:`	Complete
	`In Mediation:`	Yes
6.	`Heritage Agreement`	Sammy Resources Pty Ltd
	`Parties:`	and
		Diane Taylor and Reg Yarran Jnr for and on
		behalf of themselves and the members of the
		Ballardong People
		and
		South West Aboriginal Land and Sea Council
	`Date of Agreement:`	28 May 2009
	`Relevant Native Title` `Claim:`	WC00/7

1.	`Application Name:`	Maudie Dowton & Others on behalf of the
		Puutu Kunti Kurrama and Pinikura People v the
		State of Western Australia
	`Tribunal Number:`	WC01/5
	`Federal Court Number:`	WAD6007/01
	`Date Registered:`	29 November 2001
	`Claim Status:`	Registered
	`Current Status:`	Active
	`Notification Status:`	Complete
	`In Mediation:`	Yes
2.	`Application Name:`	Alan Jones & Others on behalf of the
		Ballardong People v the State of Western
		Australia
	`Tribunal Number:`	WC00/7
	`Federal Court Number:`	WAD6181/98
	`Date Registered:`	3 July 2007
	`Claim Status:`	Registered
	`Current Status:`	Active
	`Notification Status:`	Complete
	`In Mediation:`	Yes
3.	`Application Name:`	Anthony Bennell & Others v the State of
		Western Australia
	`Tribunal Number:`	WC03/6
	`Federal Court Number:`	WAD6006/03
	`Application Date:`	6 October 2003
	`Claim Status:`	Not accepted for registration
	`Current Status:`	Not accepted for registration
	`Notification Status:`	Complete
	`In Mediation:`	Yes

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Sammy Resources Pty Ltd

Heritage Agreement Parties:

and

Diane Taylor, Murray Yarran and Reg Yarran Jnr for and on behalf of themselves and the members of the Ballardong People

and

South West Aboriginal Land and Sea Council Date of Agreement: 29 March 2010 Relevant Native Title WC00/7 Claim:

Objection KR255/101 was lodged in respect of ELA08/2257 by Northern Star Resources Ltd (“Northern Star”) on 13 April 2011.

Objection KR255/101:

The grounds of the objection are that part of the land the subject of ELA08/2257 encroaches on the land the subject of Miscellaneous Licence 08/14 held by Northern Star and may interfere with the current and/or proposed operations on Miscellaneous Licence 08/14.

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SECTiON 8 aDDiTiONaL iNfORMaTiON –

8.1 rIgHts attacHIng to securItIes

dividend rights

Subject to the rights of persons (if any) entitled to Shares with special rights to dividend the directors may declare a final dividend out of profits in accordance with the corporations Act and may authorise the payment or crediting by the company to the shareholders of such a dividend. The directors may authorise the payment or crediting by the company to the shareholders of such interim dividends as appear to the directors to be justified by the profits of the company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. interest may not be paid by the company in respect of any dividend, whether final or interim.

8.1.1 ordInary sHares The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) general Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the company.

Shareholders may requisition meetings in accordance with Section 249d of the corporations Act and the constitution of the company.

(b) voting rights
Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:
(d)

winding-up

if the company is wound up, the liquidator may, with the authority of a special resolution of the company, divide among the shareholders in kind the whole or any part of the property of the company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(i) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
(iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

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where an order is made for the winding up of the company or it is resolved by special resolution to wind up the company, then on a distribution of assets to members, any shares classified as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e) Transfer of Shares

generally, shares in the company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the corporations Act.

(f) variation of rights

Pursuant to Section 246B of the corporations Act, the company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares.

if at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

8.1.2 terms and condItIons of optIons exercIsable at $0.25 on or before 31 july 2014

The company does not intend to seek quotation of the Options.

A summary of the terms and conditions of the Options is as follows:

(i) each Option entitles the holder to acquire one fully paid ordinary share in the company.

(ii) The Options may be exercised at any time until 31 July 2014. each Option may be exercised by forwarding to the company at its principal office the exercise notice, duly completed together with payment of the sum of twenty five cents ($0.25) per Option exercised. The Options will lapse at 5.00pm wST on 31 July 2014.

(iii) The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until 31 July 2014. This right is subject to any restrictions on the transfer of an Option that may be imposed by ASX in circumstances where the company is listed on ASX.

(iv) Option holders shall be permitted to participate in new issues of securities on the prior exercise of Options in which case the Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the Option.

(v) Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the company in all respects. if the company is listed on ASX it will, pursuant to

the exercise of an Option, apply to ASX for Quotation of the Shares issued as a result of the exercise, in accordance with the corporations Act and the listing rules.

(vi) in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the company, all rights of the Option holder will be changed to the extent necessary to comply with the listing rules applying to the reconstruction of capital at the time of the reconstruction.
(vii) if there is a bonus issue to shareholders, the number of Shares
over which the Option is exercisable may be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.
(viii) in the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the company, the exercise price of the Options may be reduced in accordance with listing rule 6.22.

8.2 employee IncentIve scHeme

As an incentive to employees of rumble, the company has adopted a scheme called the rumble resources ltd employee incentive Scheme ( Scheme ). At the date of this Prospectus, no Options have been granted under this Scheme.

The purpose of the Scheme is to give employees, directors, executive officers and consultants of the company an opportunity, in the form of Options, to subscribe for ordinary shares in the company. The directors consider the Scheme will enable the company to retain and attract skilled and experienced employees, board members and executive officers and provide them with the motivation to make the company more successful.

brIef overvIew of tHe scHeme

A summary of the Terms and conditions of the Scheme is set out below:

partIcIpants In tHe scHeme

The Board may offer free Options to persons (eligible Persons) who are:

Full-time or part-time employees; or
Directors

upon receipt of such an Offer, the eligible Person may nominate an associate acceptable to the Board to be issued with the Options.

terms of optIons

There is no issue price for the Options. The exercise price for the Options will be:

125% of the market value (as defined in the Terms and conditions of the Scheme) of the company’s Shares on the date on which the Options are issued;
$0.20; or
any greater price determined by the Board, whichever is the greatest.

Shares issued on exercise of Options will rank equally with other ordinary Shares of the company.

Options may not be transferred without the approval of the Board. Quotation of Options on ASX will not be sought. however, in the event that the company is listed on ASX, it will apply to ASX for official quotation of Shares issued on the exercise of Options.

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restrIctIons on Issues and exercIse of optIons

The Board may not offer Options under the Scheme if the total number of Shares which would be issued were each Option accepted, together with the number of Shares in the same class or Options to acquire such Shares issued pursuant to all employee or executive share schemes during the previous five years, exceeds 5% of the total number of issued Shares in that class as at the date of the offer.

Options may only be issued or exercised within the limitations imposed by the corporations Act and listing rules.

exercIse of optIons

Options may be exercised at any time between 2 and 5 years after the date of grant of the Options.

if an eligible Person leaves the employment of the group:

i. 2 years or more after Options are issued; or
ii. because of retirement at or after 55 years of age, disablement, retrenchment, death or any other circumstances approved by the Board,

the Options may be exercised within 30 days (or 3 months in the case of death), or any longer period permitted by the Board. if not exercised in that time, the Options lapse.

if an eligible Person leaves the employment of the group earlier than 2 years after Options are issued and (ii) above does not apply, the Options lapse.

if an eligible Person acts fraudulently, dishonestly or in breach of obligations to the company or any subsidiary then, at the Board’s discretion, Options issued for that person will lapse.

unexercised Options will automatically lapse five years after they are issued.

partIcIpatIon In future Issues

The holders of Options will only participate in new issues, including bonus issues, if they have exercised the Options at that time and provided such exercise is permitted by the terms of the Option.

if there is a bonus issue to shareholders, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

in the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the company, the exercise price of the Options may be reduced in accordance with listing rule 6.22.

capItal reconstructIon

in the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the company, all rights of the Option holder will be changed to the extent necessary to comply with the listing rules applying to the reconstruction of capital, at the time of the reconstruction.

8.3 summary of materIal contracts

Set out below is a summary of the contracts to which the company is a party that may be material or otherwise may be relevant to a potential investor in the company.

The whole of the provisions of the agreements below are not repeated in this Prospectus and any intending Applicant who wishes to gain a full knowledge of the content of the agreements should inspect the same at the registered office of the company.

paulsens soutH project

optIon agreement – venture mInerals lImIted

On 3 March 2011, the company entered into an Option Agreement (“Agreement”) with venture Minerals limited (“venture Minerals”) to acquire an interest in the Paulsens South Project (“Project”) consisting of exploration licences e08/1457, e08/1748 and e47/1765.

The material terms of the Agreement are as follows:

(a) The company has agreed to acquire a 51% initial interest in the Project in consideration for completion of $500,000 of expenditure (“initial expenditure”) on the Project within 3 years of the company being admitted to the Official list. The initial expenditure is to consist of a minimum of 3,000m of rc and/or diamond drilling. 1,500m of rc and/or diamond drilling must be completed within 12 months of the company being admitted to the Official list or by 1 July 2011, whichever comes first.
(b) The company may acquire a further 19% interest (“Further interest”) in the Project in consideration for completion of $1,000,000 of further expenditure on the Project within 5 years of the company being admitted to the Official list.
(c) upon the company acquiring the Further interest in the Project, venture Minerals has the option to contribute to further expenditure or dilute to a 10% interest in the Project. if venture Minerals elects to dilute, it shall be free carried until a decision to mine is made (capped at an additional $10,000,000 of expenditure by the company).
(d) At the completion of expenditure of $10,000,000 by the company or a decision to mine (whichever comes first), venture Minerals shall have the option to contribute to further expenditure or revert to a 1% net Smelter royalty.
(e)
The Agreement is conditional upon:
(i) the company being admitted to the Official list by 30 September 2011;
(ii) the company completing due diligence on the Project to its satisfaction;
(iii) approval of this Agreement by the Board;
(iv) the receipt of any necessary consent of the Minister for Mines and Petroleum under the Mining Act 1978 (wA); and
(v) the company keeping the Tenements which comprise the Projects in good standing from the date of this Agreement.

bulong project

optIon agreement – scott walter wIlson

On 15 March 2011, the company entered into an option agreement with Scott walter wilson to acquire an interest in the Bulong Project (“Project”) comprising Mining lease M25/180.

The material terms of the Agreement are as follows:

(a) The company has agreed to acquire an 80% interest in the Project in consideration for:

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(i) an initial payment of $5,000 upon execution of the Agreement;
(ii) a payment of $50,000 and the issue of 250,000 Shares (at an issue price of $0.20 each to the value of $50,000) and 250,000 Options exercisable at $0.25 each with an expiry date of 31 July 2014 upon being admitted to the Official list;
(iii) a further payment of $50,000 within 12 months of the company being admitted to the Official list; and
(iv) a final payment of $50,000 within 24 months of the company being admitted to the Official list.
(b) The company has agreed to conduct a drilling program on the Project within 24 months of the company’s admission to the Official list. The drilling must consist of not less than 1,500m in total length drilled. Subject to completing the drilling, the company may elect not to pay the final two payments above but will retain no interest in the Project.
(c) Scott walter wilson will retain a 20% interest in the Project which is to be free carried until a decision to mine is made. Mr wilson may elect to contribute to expenditure on the Project or dilute via an industry standard dilution clause (“dilution”).
(d) if dilution occurs and results in Mr wilson retaining an interest which is less than a 5%, a 1.5% gross production royalty is to be paid by the company on any mineral produced and sold.
(e) if a resource compliant with the Australasian code for reporting of exploration results, Mineral resources and Ore reserves of 10,000 ounces of gold is not identified within 5 years of the company being admitted to the Official list, Mr wilson has the option to acquire the company’s 80% interest in the Project in consideration for $1.
(f) Mr wilson is to retain the rights to all alluvial gold within the Project and shall be allowed access for mining of the alluvial gold.
(g) The Agreement is conditional upon:
(i) the company being admitted to the Official list by 30 September 2011 (which may be extended to 30 december 2011 by a payment of $10,000);
(ii) the company completing due diligence on the Project to its satisfaction;
(iii) approval of this Agreement by the Board;
(iv) the company maintaining the Project in good standing; and
(v) the receipt of any necessary consent of the Minister for Mines and Petroleum under the Mining Act 1978 (wA).

forrestanIa project

optIon agreement – sammy resources pty ltd

On 26 February 2011, the company entered into an option agreement with Sammy resources Pty ltd (“Sammy resources”) to acquire an interest in the Forrestania Project (“Project”) consisting of exploration licences e77/1513, e77/1514, e77/1635 and exploration licence Applications elA77/1862 and elA77/1863 (“elAs”).

The Agreement acknowledged that Sammy resources was in a ballot for the elAs and no representations were made about the potential for the elAs to be granted. Subsequent to the execution of the Agreement, Sammy resources was unsuccessful in the ballot for the elAs and the elAs were not granted. Accordingly, the company has not acquired an interest in elA77/1862 and elA77/1863.

The material terms of the Agreement are as follows:

(a) Sammy resources shall grant the company the sole and exclusive right to enter the Project and explore for all minerals in consideration for an initial payment of $10,000.
(b) The company has agreed to acquire a 51% initial interest in the Project in consideration for the payment of $50,000 and the issue of 250,000 Shares (at an issue price of $0.20 each to the value of $50,000) upon the company being admitted to the Official list.
(c) The company may acquire a further 24% interest in the Project in consideration for completion of 1,000m of rc and/ or diamond drilling on the Project.
(d) The Agreement is subject to and conditional upon:
(i) the company being admitted to the Official list by 30 September 2011;
(ii) the company completing due diligence on the Project to its satisfaction;
(iii) approval of this Agreement by the Board; and
(iv) the receipt of any necessary consent of the Minister for Mines and Petroleum under the Mining Act 1978 (wA).

servIces agreement – andrew mcbaIn

The company entered into an employment contract with Mr Andrew lawson McBain on 31 January 2011, pursuant to which Mr McBain was employed as Managing director of the company. Mr McBain is employed for an initial term of 2 years from the date of the agreement, with the possibility of the parties agreeing to an additional term.

Mr McBain receives an annual salary of $100,000 plus superannuation payable fortnightly commencing from the date

of official ASX quotation and will be reviewed annually. The company may also pay to Mr McBain performance bonuses during the term of the agreement, as determined by directors based on key performance indicators.
Mr McBain is entitled to standard annual and sick leave while employed by the company and to be reimbursed for his reasonable expenses in connection with carrying out his duties.
Mr McBain’s duties include managing the company’s business including implementing strategic plans and managing operational functions.

Mr McBain’s employment may be terminated by the company in certain circumstances, including without notice where Mr McBain is guilty of willful misconduct or willful neglect. The company may also terminate the agreement without cause, subject to the provisions of the corporations Act and the listing rules, by giving at least 3 months notice and making a payment equivalent to 3 months remuneration.

The agreement contains additional provisions considered standard in an agreement of this type.

sponsorIng broker agreement – dj carmIcHael pty ltd

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tecHnIcal servIces agreement

– factor resources pty ltd

The company entered into a technical services contract with Factor resources Pty ltd (“T Factor”) on 15 April 2011, pursuant to which T Factor was contracted to provide technical and analytical services to the company. T Factor is contracted for an initial term of 12 months from either official quotation of the Shares on ASX or 1 June 2011, whichever comes first, with the possibility of the parties agreeing to an additional term.

T Factor will receive an annual consulting fee of $80,000 (excl. gST), payable monthly in arrears. T Factor will be entitled to be reimbursed for any reasonable expenses in connection with carrying out services on behalf of the company.

T Factor’s contract may be terminated by the company in certain circumstances, including without notice where T Factor is guilty of willful misconduct or willful neglect. The company may also terminate the agreement without cause, subject to the provisions of the corporations Act and the listing rules, by giving at least 7 days notice.

The agreement contains additional provisions considered standard in an agreement of this type.

8.4 Interests of dIrectors of tHe company except as disclosed in this Prospectus, no director holds, or during the last two years has held any interest in:

(a) the formation or promotion of rumble;
(b) property acquired or proposed to be acquired by rumble in connection with its formation or promotion or the Offer; or
(c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any director to induce him to become or to qualify as a director or otherwise for services rendered by him in connection with the formation or promotion of the company or the Offer under this Prospectus.

dIrectors’ sHareHoldIngs

The directors are not required under the constitution of the company to hold any Shares.

At the date of this Prospectus the relevant interests of each of the directors in the Shares and Options of the company is as follows:

dIrector	no. of sHares	no. of optIons
Andrew McBain	1,250,001	750,000
Matthew Banks	1,250,001	750,000
Michael Smith	350,000	125,000

notes:

nothing in this Prospectus will be taken to preclude directors, officers or employees of rumble from applying for Shares under this Prospectus.

dIrectors’ remuneratIon

The constitution of the company provides that the remuneration of non-executive directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive directors has been set at an amount not to exceed $250,000 per annum.

The remuneration of executive directors will be fixed by the directors and may be paid by way of fixed salary or consultancy fee.

The annual remuneration (exclusive of superannuation) payable to each of the directors as the date of this Prospectus is as follows:

dIrector	annual remuneratIon
Andrew McBain	$100,000
Matthew Banks	$25,000
Michael Smith	$25,000

directors will also be entitled to be repaid the costs of reasonable expenses incurred in the course of conducting their duties on behalf of the company.

deeds of IndemnIty and access

The company intends to enter into a deed of indemnity, insurance and access with each of its appointed officeholders. under those deeds, the company will agree to indemnify the officer to the extent permissible by the corporations Act against any liability arising as a result of that officer acting in the capacity as an officer of the company.

8.5 Interests of persons named

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus has, or has had within the 2 years before lodgement of this Prospectus with ASic, any interest in:

(a) the formation or promotion of rumble;
(b) property acquired or proposed to be acquired by rumble in connection with its formation or promotion or the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by them in connection with the formation or promotion of the company or the Offer under this Prospectus.

Shackleton capital Pty ltd has acted as the independent geologist and has prepared an independent geologist’s report which has been included in Section 5 of this Prospectus. The company estimates that it will pay Shackleton capital Pty ltd approximately $10,000 (excl. gST) for the provision of these services. during the 24 months preceding lodgement of this Prospectus with ASic, Shackleton capital has not received any other fees from the company.

Bentleys has acted as Auditor and investigating Accountant and has prepared an investigating Accountant’s report which has been included in Section 6 of this Prospectus. The company estimates that it will pay Bentleys approximately $8,000 (excl. gST) for the provision of these services. Subsequent fees will be charged in accordance with normal charge out rates. during the 24 months preceding lodgement of this Prospectus with ASic, Bentleys has not received any other fees from the company.

Price Sierakowski has acted as solicitors to the company in relation to the Offer and has prepared a Solicitor’s report on Tenements which has been included in Section 7 of this Prospectus. The company estimates that it will pay Price Sierakowski approximately $15,000 (excl. gST) for the provision of these services. Subsequent fees will be charged in accordance with normal charge out rates. during the 24 months preceding lodgement of this Prospectus with ASic, Price Sierakowski has not received any other fees from the company.

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Advanced Share registry Services have been appointed as rumble’s share registry and will be paid for these services on normal commercial terms.

Mining corporate Pty ltd has acted as iPO compliance Manager in relation to the Offer and this Prospectus. The company estimates that it will pay Mining corporate Pty ltd approximately $30,000 (excl. gST) for the provision of these services. during the 24 months preceding lodgement of this Prospectus with ASic, Mining corporate Pty ltd has not received any other fees from the company.

Terence Topping has acted as Technical consultant in relation to the Offer and this Prospectus. The company will provide Mr Topping with 250,000 Shares and 250,000 Options for the provision of these services. during the 24 months preceding lodgement of this Prospectus with ASic, Mr Topping has not received any other fees from the company.

dJ carmichael Pty ltd has acted as sponsoring broker in relation to the Offer and this Prospectus. The company estimates that it will pay dJ carmichael Pty ltd approximately $15,000 (excl. gST) for placement fees, $30,000 (excl. gST) for sponsoring broker fees, 300,000 Shares and 500,000 Options for the provision of these services. during the 24 months preceding lodgement of this Prospectus with ASic, dJ carmichael Pty ltd has not received any other fees from the company.

8.6 consents

The following persons have each consented to being named in the Prospectus and to the inclusion of the following statements and statements identified in this Prospectus as being based on statements made by those persons, in the form and context in

which they are included, and have not withdrawn that consent before lodgement of this Prospectus with ASic:

Shackleton Capital Pty Ltd – Independent Geologist’s Report;
Bentleys – Investigating Accountant’s Report; and
Price Sierakowski – Solicitor’s Report on Tenements.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the statements referred to above and the statements identified in this Prospectus as being based on statements made by those persons.

The following persons have consented to being named in this Prospectus but have not made any statements that are included in this Prospectus or statements identified in this Prospectus as being based on any statements made by those persons, and have not withdrawn their consent before lodgement of this Prospectus with ASic:

Price Sierakowski as legal advisers to Rumble Resources Ltd;

Bentleys as auditors of Rumble Resources Ltd;

Advanced Share Registry Services as Share Registrar;

Mining Corporate Pty Ltd as IPO compliance managers to rumble;
Terence Topping as technical consultant to Rumble; and
• DJ Carmichael Pty Ltd as sponsoring broker to the Offer.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to their name.

8.7 expenses of tHe offer

The total expenses of the Offer are estimated to be approximately $273,049 (excl. gST) and are expected to be applied towards the items set out in the table below:

items set out in the table below:
Item of expendIture	mInImum subscrIptIon	full subscrIptIon	full oversubscrIptIon
ASIC & ASX Fees Broker Commission Sponsoring Broker Fee Compliance Manager Fee Investigating Accountant Report Legal Independent Geologist Report Printing / Typesetting Miscellaneous	$29,248 $110,000 $30,000 $30,000 $8,000 $15,000 $10,000 $20,000 $5,000	$30,049 $125,000 $30,000 $30,000 $8,000 $15,000 $10,000 $20,000 $5,000	$31,385 $150,000 $30,000 $30,000 $8,000 $15,000 $10,000 $20,000 $5,000
TOTAL	$257,248	$273,049	$299,385

8.8 taxatIon

The acquisition and disposal of Shares in rumble will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in rumble are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, rumble, its officers and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

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SECTiON 9 gLOSSaRy –

8.9 exposure perIod

This Prospectus will be circulated during the exposure Period. The purpose of the exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any Application that has been received may need to be dealt with in accordance with Section 724 of the corporations Act. Applications for Shares under this Prospectus will not be accepted by the company until after the expiry of the exposure Period. no preference will be conferred on persons who lodge Applications prior to the expiry of the exposure Period.

8.10 lItIgatIon

Other than as disclosed elsewhere in this Prospectus, the company is not involved in any material litigation or arbitration proceedings, nor, so far as the directors are aware, are any such proceedings pending or threatened against the company.

8.11 electronIc prospectus

Pursuant to class Order 00/044 ASic has exempted compliance with certain provisions of the corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASic, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

if you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. if you have not, please email the company at [email protected] and the company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively,

you may obtain a copy of the Prospectus from the company’s website at www.rumbleresources.com.au

The company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

8.12 contInuous dIsclosure oblIgatIons

On being admitted to ASX, the company will be a “disclosing entity” for the purposes of Part 1.2A of the corporations Act. As such, it will be subject to regular reporting and disclosure obligations which require it to disclose to ASX any information which it is, or becomes aware of concerning the company and which a reasonable person would expect to have a material effect on the price or value of the securities of the company. Their documents will also be made available on the company’s website.

applicant means a person who submits an Application.

application means a valid application to subscribe for Shares.

application form means the application form attached to and forming part of this Prospectus.

application monies means monies received by rumble from Applicants.

asIc means the Australian Securities and investments commission.

astc means ASX Settlement Pty ltd (Acn 008 504 532).

asx means ASX limited (Acn 008 624 691) trading as the Australian Securities exchange.

auditors means Bentleys

board means the board of directors unless the context indicates otherwise.

business day means a day other than a Saturday or Sunday on which banks are open for business in Perth, western Australia.

cHess means ASX clearing house electronic Subregistry System.

closing date means the date on which the Offer closes, being 10 June 2011.

company or rumble means rumble resources ltd (Acn 148 214 260).

directors mean the directors of the company from time to time.

dollars or $ means Australian dollars unless otherwise stated.

exposure period means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by ASic by not more than seven (7) days pursuant to Section 727(3) of the corporations Act.

glossary means this glossary.

gst means goods and service tax.

Independent geologist means Shackleton capital Pty ltd (Acn 118 041 366).

Independent geologist’s report means the report contained in Section 5 of this Prospectus.

Investigating accountant means Bentleys.

Investigating accountant’s report means the report contained in Section 6 of this Prospectus.

listing rules means the official listing rules of ASX.

offer means the offer of 12,500,000 Shares at $0.20 each pursuant to this Prospectus with the ability to accept oversubscription for up to an additional 2,500,000 Shares.

offer period means the date on which the Offer opens, being 6 May 2011.

official list means the Official list of ASX.

corporations act means the corporations Act 2001 of Australia.

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SECTiON 10 CONSENT by ThE DiRECTORS –

opening date means the date on which the Offer opens, being 6 May 2011.

option means an option to acquire one Share.

option agreements means those agreements between the vendors and the company in relation to the Projects referred to at Section 8.3 of this Prospectus.

projects means the mineral exploration projects in which the company has acquired or will acquire an interest, as detailed in this Prospectus including the independent geologist’s report and the Solicitor’s report on Tenements.

prospectus means this prospectus dated 28 April 2011 for the issue of up to 12,500,000 Shares at $0.20 each with the ability to accept oversubscription for up to an additional 2,500,000 shares at $0.20.

quotation means quotation of the Shares on ASX.

solicitor’s report on tenements means the report contained in Section 7 of this Prospectus.

tenements means the Tenements the subject of the Projects, as described in the Solicitor’s report on Tenements.

tse means Toronto Stock exchange.

vendors mean the vendors of the Projects to the company, as detailed in Section 8.3.

wst means western Standard Time, Perth, western Australia.

The directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by persons other than directors, the directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASic, or to the directors’ knowledge, before any issue of Shares pursuant to this Prospectus.

each of the directors of rumble resources ltd has consented to the lodgement of this Prospectus in accordance with Section 720 of the corporations Act and has not withdrawn that consent.

dated the 28 April 2011.

rumble or rumble resources ltd or company means rumble resources ltd (Acn 148 214 260).

share means a fully paid ordinary share in the capital of rumble.

shareholder means a holder of Shares.

share registrar means Advanced Share registry Services Pty ltd

Signed for and on behalf of

rumble resources ltd Andrew McBAin Managing Director

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----- Start of picture text -----

broker / dealer stamp
RUMbLE RESOURCES LTD
aPPLiCaTiON fORM
–
acn 148 214 260
sHare regIster use only
Before completing this Application Form, you should read the
Prospectus dated 28 April 2011 and the instructions overleaf.
no Shares will be issued pursuant to the Prospectus later than
13 months after the date of the Prospectus.
please read carefully all InstructIons on tHe reverse of tHIs form.
I/We apply for
Shares in Rumble Resources Ltd at $0.20 per Share
This Page intentionally left Blank. or such lesser number of Shares which may be allocated to me/us by the Directors.
I/We lodge full application monies of
$
First Name (PLEASE PRINT) Surname (PLEASE PRINT)
Joint Applicant #2 or
Joint Applicant #3 or
postal address (PLEASE PRINT)
Street Number Street
Suburb/Town State Post code
contact name Telephone number – Business hours
( )
Telephone number – After hours
( )
cHess HIn (where applicable) E-mail address
tax file number or exemption Applicant #2 Applicant #3
cheque details
Drawer Bank BSB Amount of cheque
Cheques should be marked ‘ not negotiable ’ and make payable “ rumble resources ltd – share account ”
96
----- End of picture text -----

broker / dealer stamp

How to complete tHe applIcatIon form

Applications must be made on the Application Form attached to this Prospectus. Please complete all relevant parts of the Application Form using BlOck leTTerS.

a) enter the nuMBer OF ShAreS you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
b) enter the TOTAl AMOunT of application money payable. To calculate the amount, multiply the number of Shares applied for by $0.20.
c) enter the Full nAMe(S) of all legal entities that are to be recorded as the registered holder(s). use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected.
d) enter the POSTAl AddreSS for all communications from the company. Only one address can be recorded.
e) enter a cOnTAcT nAMe and TelePhOne nuMBer(S) of a person the share registry can speak to regarding any queries they may have on the Application.
f) The company will become an issuer Sponsored participant in the Australian Securities exchange cheSS System. This enables a holder to receive a statement of their shareholdings from the company’s Share registrar. if you are already a Broker Sponsored participant in this system, enter your holder identification number (hin). Otherwise, leave this box blank and your Shares will automatically be issued sponsored on allotment.
g) enter the TAX File nuMBer(S) of the Applicant(s). collection of Tax File numbers is authorised by taxation laws. Quotation of Tax File number(s) is not compulsory and will not affect the Application.
h) enter the details of cheque(s) accompanying the Application Form in payment of application monies.

declaratIon and statements

Before completing the Application Form the Applicant(s) should read the Prospectus dated 28 April 2011. The Applicant(s)agree(s), upon and subject to the terms of the Prospectus, to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the Applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

no notice of acceptance of the Application will be provided by the company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the company of the Application.

if your Application Form is not completed correctly, it may still be treated as valid. The company’s decision as to whether to treat your Application as valid, and how to construe, amend or complete it, shall be final.

There is no requirement to sign the Application Form.

payment

Applications for Shares must be accompanied by the application money of $0.20 per Share (in Australian currency). cheques should be made payable to “ rumble resources ltd – share account ” and crossed ‘not negotiable’.

lodgIng of applIcatIons

completed Application Forms and accompanying application monies must be:

posted to: Or delIvered to: ruMBle reSOurceS lTd ruMBle reSOurceS lTd c/- Advanced Share registry Services c/- Advanced Share registry Services PO Box 1156 150 Stirling highway nedlAndS wA 6909 nedlAndS wA 6009

Applications must be received by no later than 5.00pm wST on the closing date, currently 10 June 2011 (unless varied by the company).

correct form of regIstrable tItle

note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to rumble. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

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----- Start of picture text -----

correct form of Incorrect form of
type of Investor regIstrable tItle regIstrable tItle
Individual
Peter David Jones PD Jones
Use given names, not initials
Company AAA P/L
Use Company title, not abbreviations AAA Pty Ltd AAA Co
Trusts Michelle Jones
Use trustee(s) personal name(s), do not use the name of the trust Michelle Jones Family Trust
Deceased Estates James Jones
Estate of late James Jones
Use executor(s) personal name(s)
Partnerships James Jones and Peter Jones James Jones and Son
Use partners’ personal names, do not use the name of the partnership
Clubs/Incorporated Bodies/Business Names Michael Jones BBB Cricket Association
Use office bearer(s) personal name(s), do not use the names of the clubs etc.
Superannuation Funds Lisa Jones Pty Ltd Lisa Jones Pty Ltd
Use of name of trustee of fund, do not use the name of the fund. Superannuation Fund
----- End of picture text -----

RUMbLE RESOURCES LTD aPPLiCaTiON fORM –

acn 148 214 260

sHare regIster use only Before completing this Application Form, you should read the Prospectus dated 28 April 2011 and the instructions overleaf. no Shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.

please read carefully all InstructIons on tHe reverse of tHIs form.

I/We apply for

==> picture [516 x 525] intentionally omitted <==

----- Start of picture text -----

Shares in Rumble Resources Ltd at $0.20 per Share
or such lesser number of Shares which may be allocated to me/us by the Directors.
I/We lodge full application monies of
$
First Name (PLEASE PRINT) Surname (PLEASE PRINT)
Joint Applicant #2 or
Joint Applicant #3 or
postal address (PLEASE PRINT)
Street Number Street
Suburb/Town State Post code
contact name Telephone number – Business hours
( )
Telephone number – After hours
( )
cHess HIn (where applicable) E-mail address
tax file number or exemption Applicant #2 Applicant #3
cheque details
Drawer Bank BSB Amount of cheque
Cheques should be marked ‘ not negotiable ’ and make payable “ rumble resources ltd – share account ”
----- End of picture text -----

broker / dealer stamp RUMbLE RESOURCES LTD aPPLiCaTiON fORM –

How to complete tHe applIcatIon form

Applications must be made on the Application Form attached to this Prospectus. Please complete all relevant parts of the Application Form using BlOck leTTerS.

a) enter the nuMBer OF ShAreS you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
b) enter the TOTAl AMOunT of application money payable. To calculate the amount, multiply the number of Shares applied for by $0.20. c) enter the Full nAMe(S) of all legal entities that are to be recorded as the registered holder(s). use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected.
d) enter the POSTAl AddreSS for all communications from the company. Only one address can be recorded.
e) enter a cOnTAcT nAMe and TelePhOne nuMBer(S) of a person the share registry can speak to regarding any queries they may have on the Application.
f) The company will become an issuer Sponsored participant in the Australian Securities exchange cheSS System. This enables a holder to receive a statement of their shareholdings from the company’s Share registrar. if you are already a Broker Sponsored participant in this system, enter your holder identification number (hin). Otherwise, leave this box blank and your Shares will automatically be issued sponsored on allotment.
g) enter the TAX File nuMBer(S) of the Applicant(s). collection of Tax File numbers is authorised by taxation laws. Quotation of Tax File number(s) is not compulsory and will not affect the Application.
h) enter the details of cheque(s) accompanying the Application Form in payment of application monies.

declaratIon and statements

no notice of acceptance of the Application will be provided by the company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the company of the Application.

There is no requirement to sign the Application Form.

payment

Applications for Shares must be accompanied by the application money of $0.20 per Share (in Australian currency). cheques should be made payable to

“ rumble resources ltd – share account ” and crossed ‘not negotiable’.

lodgIng of applIcatIons

completed Application Forms and accompanying application monies must be:

Applications must be received by no later than 5.00pm wST on the closing date, currently 10 June 2011 (unless varied by the company).

correct form of regIstrable tItle

==> picture [526 x 179] intentionally omitted <==

acn 148 214 260

please read carefully all InstructIons on tHe reverse of tHIs form.

I/We apply for

==> picture [516 x 525] intentionally omitted <==

How to complete tHe applIcatIon form

Applications must be made on the Application Form attached to this Prospectus. Please complete all relevant parts of the Application Form using BlOck leTTerS.

a) enter the nuMBer OF ShAreS you wish to apply for. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares.
b) enter the TOTAl AMOunT of application money payable. To calculate the amount, multiply the number of Shares applied for by $0.20.
c) enter the Full nAMe(S) of all legal entities that are to be recorded as the registered holder(s). use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected.
d) enter the POSTAl AddreSS for all communications from the company. Only one address can be recorded.
e) enter a cOnTAcT nAMe and TelePhOne nuMBer(S) of a person the share registry can speak to regarding any queries they may have on the Application.
f) The company will become an issuer Sponsored participant in the Australian Securities exchange cheSS System. This enables a holder to receive a statement of their shareholdings from the company’s Share registrar. if you are already a Broker Sponsored participant in this system, enter your holder identification number (hin). Otherwise, leave this box blank and your Shares will automatically be issued sponsored on allotment.
g) enter the TAX File nuMBer(S) of the Applicant(s). collection of Tax File numbers is authorised by taxation laws. Quotation of Tax File number(s) is not compulsory and will not affect the Application.

NOTES -

h) enter the details of cheque(s) accompanying the Application Form in payment of application monies.

declaratIon and statements

no notice of acceptance of the Application will be provided by the company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the company of the Application.

There is no requirement to sign the Application Form.

payment

Applications for Shares must be accompanied by the application money of $0.20 per Share (in Australian currency). cheques should be made payable to

“ rumble resources ltd – share account ” and crossed ‘not negotiable’.

lodgIng of applIcatIons

completed Application Forms and accompanying application monies must be:

Applications must be received by no later than 5.00pm wST on the closing date, currently 10 June 2011 (unless varied by the company).

correct form of regIstrable tItle

==> picture [526 x 179] intentionally omitted <==

==> picture [596 x 284] intentionally omitted <==

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WWW.rUmBLErESoUrCES.Com.aU

==> picture [289 x 221] intentionally omitted <==

==> picture [97 x 79] intentionally omitted <==

AI assistant

RUMBLE RESOURCES LIMITED — Capital/Financing Update 2011

65736_rns_2011-05-02_e357a3a3-80ac-44d6-8a02-73a6a2dd6975.pdf

PROSPECTUS –

Important InformatIon

CORPORaTE DiRECTORy –

CONTENTS –

DIrECtorS

Ipo CompLIanCE managErS

LEgaL aDVISorS to tHE Company

Price SierAkOwSki

InDEpEnDEnt gEoLogISt

tECHnICaL aDVISEr

rEgIStErED offICE

ContaCt DEtaILS

InVEStIgatIng aCCoUntantS

SHarE rEgIStry*

aUDItorS*

BenTleYS

SponSorIng BrokEr*

InVEStmEnt oVErVIEW

iMPORTaNT NOTiCE –

SECTiON 1 iNVESTMENT OVERViEW –

ThiS PrOSPecTuS iS dATed 28 APril 2011.

exposure perIod

electronIc prospectus

1.1 Important notIce

regIonal locatIon map

1.2 Investment HIgHlIgHts

projects

1.3 rIsks

1.4 IndIcatIve tImetable

1.5 pro-forma capItal structure

sHares

1.6 restrIcted securItIes

optIons

SECTiON 2 DETaiLS Of ThE OffER –

2.1 sHares offered for subscrIptIon

2.2 mInImum subscrIptIon

note:

2.4 How to apply

posted to:

delIvered to:

2.5 allotment of sHares

2.6 asx lIstIng

2.7 applIcants outsIde australIa

2.8 underwrItIng The Offer is not underwritten.

2.9 commIssIons on applIcatIon forms

2.10 cHess

2.11 rIsk factors

2.12 forecasts

2.13 dIvIdends

2.14 prIvacy dIsclosure

2.15 enquIrIes

SECTiON 3 COMPaNy & PROJECT OVERViEW –

3.1 background

3.2 corporate objectIves

3.3 detaIls of optIon agreements

3.4 detaIls of tHe projects

paulsens soutH project

bulong project

forrestanIa project

project generatIon

proposed exploratIon budget

mInImum subscrIptIon ($2.2m) proposed exploratIon budget: paulsens soutH, bulong and forrestanIa projects

full subscrIptIon ($2.5m) proposed exploratIon budget: paulsens soutH, bulong and forrestanIa projects

full oversubscrIptIon ($3m) proposed exploratIon budget: paulsens soutH, bulong and forrestanIa projects

summary

3.5 board of dIrectors

mr andrew lawson mcbaIn

managIng dIrector

mr mattHew Ian banks

non–executIve dIrector

mr mIcHael joHn smItH ca

non–executIve dIrector

mr davId lee palumbo bcom ca

company secretary

3.6 consultants

mr terence kennetH toppIng

tecHnIcal advIser

RUMBLE RESOURCES LIMITED Capital/Financing Update 2011

`INDEPENDENT GEOLOGIST’S REPORT ON THE MINERAL PROPERTIES IN WESTERN AUSTRALIA`

`INDEPENDENT GEOLOGISTS REPORT`

`INDEPENDENT GEOLOGISTS REPORT`

`LIST OF TABLES`

2. `PAULSENS SOUTH PROJECT`

2.1 `Introduction`

`2.4 Previous exploration`

`CRA Exploration Pty Ltd`

`3. BULONG PROJECT`

`3.1 Introduction`

`3.1.1` Regional geology

`3.1.2` Local geological setting

`3.2 Previous Exploration Activities`

`General Gold and Ramsgate Resources NL Joint Venture`

`3.3 Proposed exploration and budget`

`4. FORRESTANIA PROJECT`

`4.1 Introduction`

5. `REFERENCES & BIBLIOGRAPHY`

6. `GLOSSARY OF TECHNICAL TERMS`