RUMBLE RESOURCES LIMITED - Capital/Financing Update 2013

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RUMBLE RESOURCES LTD ACN 148 214 260

PROSPECTUS

THIS PROSPECTUS IS BEING ISSUED FOR THE NON-RENOUNCEABLE PRO RATA ENTITLEMENT OFFER TO ELIGIBLE SHAREHOLDERS ON THE BASIS OF ONE NEW SHARE FOR EVERY TWO SHARES HELD ON THE RECORD DATE AT AN ISSUE PRICE OF $0.045 EACH TOGETHER WITH ONE FREE ATTACHING NEW OPTION FOR EVERY TWO NEW SHARES SUBSCRIBED FOR

AND

THE OFFER OF UP TO 2,930,050 NEW OPTIONS EXERCISABLE AT $0.08 EACH BY 30 JUNE 2015 TO BE ISSUED AS ONE FREE ATTACHING NEW OPTION FOR EVERY TWO NEW SHARES SUBSCRIBED FOR UNDER THE PLACEMENT

AND

THE OFFER OF UP TO 4,000,000 NEW OPTIONS EXERCISABLE AT $0.08 EACH BY 30 JUNE 2015 TO BE ISSUED TO BROKERS OF THE PLACEMENT AND ENTITLEMENT OFFER

THIS PROSPECTUS IS ALSO BEING ISSUED IN ORDER TO FACILITATE SECONDARY TRADING OF THE UNDERLYING SHARES TO BE ISSUED UPON EXERCISE OF THE NEW OPTIONS UNDER THE OFFERS, PURSUANT TO ASIC CLASS ORDER C04/671

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SECURITIES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 17 May 2013 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

By law, this Prospectus is subject to an exposure period of 7 days following lodgement of the document with ASIC ( Exposure Period ). The Exposure Period may be extended by ASIC for a further 7 days.

The Exposure Period is intended to enable this Prospectus to be examined by market participants prior to the raising of funds. No applications will be accepted by the Company during the Exposure Period. Any applications received during the Exposure Period will only be processed (without preference) after the Exposure Period has ended.

A copy of this Prospectus is available for inspection at the registered office of the Company at Level 45, 108 St Georges Terrace, Perth, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.5).

The Securities offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks.

Acceptances of Securities under the Entitlement Offer can only be submitted on an original Entitlement and Acceptance Form sent with a copy of this Prospectus by the Company. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Entitlement Offer. If acceptance is by BPAY there is no need to return the original Entitlement and Acceptance Form.

Applications for Shortfall Securities must be made on the Entitlement and Acceptance Form. The issue of Shortfall Securities is in the complete discretion of the Directors. Please refer to Section 1.8 for more information on the Shortfall Offer.

Applications for Securities under the Placement and the Broker Offer will only be accepted on an Application Form.

Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

No person is authorised to give any information or to make any representation in connection with the Offers 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 Offers.

No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction other than Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in the Offers. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 4.

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to WST, unless otherwise indicated.

CORPORATE DIRECTORY

Directors

Mr Andrew McBain Managing Director Mr Terence Topping Executive Director Mr Matthew Banks Non-Executive Director Mr Michael Smith Non-Executive Director

Share Registry

Advanced Share Registry Services 150 Stirling Highway Nedlands WA 6009

Lawyers

Company Secretary

Mr David Palumbo

Hardy Bowen 28 Ord Street West Perth WA 6005

Registered Office

ASX Code: RTR

Level 45 108 St Georges Terrace PERTH WA 6000 Telephone: (08) 9388 8041 Facsimile: (08) 9388 8042

Website : www.rumbleresources.com.au

Broker to the Offer

Hartleys Limited Level 6, 141 St Georges Terrace Perth WA 6000

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER
Announcement of Entitlement Offer	14 May 2013
Lodgement of Appendix 3B and Prospectus with ASX	17 May 2013
Notice of meeting despatched to Shareholders	17 May 2013
Notice of Entitlement Offer sent to Shareholders	20 May 2013
Securities quoted on an “EX” basis	21 May 2013
Record date for determining Entitlements	27 May 2013
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	31 May 2013
Shareholder meeting to approve issue of New Options	17 June 2013*
Closing Date of Entitlement Offer	17 June 2013**
Securities quoted on a deferred settlement basis	18 June 2013
Notification of Shortfall	20 June 2013
Anticipated date for allotment and issue of the Securities and despatch of holder statements	25 June 2013
Anticipated date for commencement of Securities trading	26 June 2013

Indicative date.

** The Directors may extend the Entitlement Offer Closing Date by giving at least 6 Business Days notice to ASX prior to the Entitlement Offer Closing Date. As such, the date the Securities issued under the Entitlement Offer are expected to commence trading on ASX may vary.

Section	Page
No
1.	Details of the Offers .......................................................................................... 1
2.	Action required by Shareholders .................................................................... 7
3.	Effect of the Offers ............................................................................................ 9
4.	Risk factors ..................................................................................................... 12
5.	Additional information .................................................................................... 17
6.	Directors' Statement and Consent ................................................................ 28
7.	Glossary of Terms .......................................................................................... 29

1. Details of the Offers

1.1 Entitlement Offer

The Company is making a non-renounceable pro rata offer of Shares at an issue price of $0.045 each to Eligible Shareholders on the basis of one Share for every two Shares held at 5:00pm (WST) on the Record Date, plus one free attaching New Option for every two Shares issued pursuant to this offer ( Entitlement Offer ). The Entitlement Offer will raise up to $1,084,817.

The Company has as at the date of this Prospectus 42,354,003 Shares and 33,885,329 Options on issue. On the basis that the Placement (see Section 1.2 below) is fully subscribed and no Options are exercised prior to the Record Date, the Entitlement Offer is for a total of 24,107,052 Shares and 12,053,526 free attaching New Options (subject to rounding differences).

The market price of Shares at the date of this Prospectus is such that it is unlikely that any of the existing Options will be exercised before the Record Date.

Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a Share or an attaching New Option, such fraction will be rounded up to the nearest whole Share or attaching New Option.

Further details on the rights and liabilities attaching to the Shares under the Entitlement Offer are contained in Section 5.2. The terms and conditions of the attaching New Options under the Offers are contained in Section 5.3.

1.2 Placement

As announced to the ASX on 14 May 2013, Hartleys Limited ( Hartleys ) acted as broker to the offer on a best endeavours basis to complete a placement to sophisticated and professional investors of up to 5,860,100 Shares at $0.045 each, plus one free attaching New Option for every two Shares issued, to raise up to approximately $263,705 (before expenses) ( Placement ).

The Shares subscribed for under the Placement are anticipated to be issued on or about Monday 20 May 2013 to these sophisticated and professional investors. The New Options attaching to these Shares form part of the Offers made under this Prospectus. Subject to meeting ASX requirements, the New Options will be listed on ASX.

The issue of the New Options under the Placement is conditional on the receipt of Shareholder approval. The Company intends to hold a general meeting on or about 17 June 2013 to seek Shareholder approval for, amongst other things, the ratification of the issue of the Shares under the Placement, and the issue of the New Options under the Placement ( General Meeting ).

1.3 Broker Offer

The Company has engaged Hartleys to provide services in respect of the Entitlement Offer, the Shortfall Offer and the Placement. Hartleys and a number of other stockbrokers and, if not stockbrokers, Australian Financial Services Licence holders, ( Brokers ), participated in the Placement and are expected to assist the Company with respect to the Entitlement Offer. By way of incentive, the Brokers may be eligible to receive up to 4,000,000 New Options ( Broker Offer ). Subject to meeting ASX requirements, the New Options will be listed on ASX.

The issue of the New Options under the Broker Offer is conditional on the receipt of Shareholder approval at the General Meeting.

1.4 Purpose of the Capital Raising

Completion of the Capital Raising (which includes the Entitlement Offer and the Placement) will result in an increase in cash at hand of up to approximately $1,348,522 (before payment of costs associated with the Capital Raising).

The Company intends to apply the funds raised from the Capital Raising in the manner described below:

Item of Expenditure	Amount
Estimated costs of the Capital Raising(1)	$125,635
Exploration program for the Derosa Project in Burkina Faso	$500,000
Progressing exploration on Australian gold and base metals projects and general working capital	$722,887
TOTAL	$1,348,522

Notes:

(1) Refer to Section 5.13 for further details relating to the estimated expenses of the Capital Raising.

The above table is a statement of current intentions as of the date of this document. As with any budget, intervening events including exploration success or failure and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

1.5 Opening and Closing Dates

For the Entitlement Offer, the Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders' entitlements under the Entitlement Offer until 5:00pm WST on 17 June 2013 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules ( Entitlement Offer Closing Date ).

For the issue of New Options under the Placement and Broker Offer, the Company will accept Application Forms until 5.00pm WST on 17 June 2013 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules ( Placement and Broker Offer Closing Date ). The issue of New Options under the Placement and Broker Offer is conditional on Shareholder approval.

1.6 Minimum subscription

There is no minimum subscription for the Entitlement Offer.

1.7 Underwriters of the Entitlement Offer

The Entitlement Offer is not underwritten.

1.8 Shortfall Offer

If you do not wish to take up your Entitlement under the Entitlement Offer, you are not required to take any action. If you wish to only take up part of your Entitlement, you may do so in accordance with Section 2.1(c). Any part of your Entitlement not taken up will form part of the Shortfall and will be dealt with in accordance with this Section. In these circumstances, you will receive no benefit for the part of your Entitlement that you did not take up. Accordingly, it is important that you take action if you want to accept your Entitlement in accordance with the instructions in Section 2.1.

The offer of any Shortfall Securities is a separate offer made pursuant to this Prospectus and will remain open after the Entitlement Offer Closing Date. Shortfall Securities will be offered at an issue price of $0.045 per Share, which is the issue price at which the Entitlement Offer has been made to Eligible Shareholders, together with one free attaching New Option for every two Shares subscribed for. The Shares issued as Shortfall Securities will have the same rights as the Shares set out in Section 5.2. The terms and conditions of the attaching New Options issued as Shortfall Securities are set out in Section 5.3.

Shortfall Securities may be allocated to any Eligible Shareholder who applies for Shortfall Securities under the Shortfall Offer at the absolute discretion of the Directors and subject to compliance with the Listing Rules.

The Directors do not represent that any application to participate in the Shortfall Offer will be successful. The Company reserves the right to issue to an applicant for Shortfall Securities a lesser number of Shortfall Securities than the number applied for or reject an application or not proceed with the issuing of the Shortfall Securities or part thereof. If the number of Shortfall Securities issued is less than the number applied for, surplus Application Monies will be refunded in full. Interest will not be paid on any Application Monies refunded.

If Shareholders wish to apply for Shortfall Securities they should complete the relevant section of the Entitlement and Acceptance Form. Refer to Section 2.1(c) for instructions as to how to apply for Shortfall Securities.

The Directors reserve the right to separately place any Shortfall which is not taken up by Eligible Shareholders under the Entitlement Offer within 3 months after the Entitlement Offer Closing Date. These Shortfall Securities will be issued at the same price as offered to Eligible Shareholders under the Entitlement Offer.

1.9 No rights trading

The rights to Securities under the Entitlement Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your Entitlement to any other party. If you do not take up your entitlement to Securities under the Entitlement Offer by the Entitlement Offer Closing Date, the Entitlement Offer to you will lapse.

1.10 Forms

Acceptance of a completed Entitlement and Acceptance Form (in the case of the Entitlement Offer) or Application Form (in the case of the Placement or Broker Offer) by the Company creates a legally binding contract between the Applicant and the Company for the number of Securities accepted by the Company. The Entitlement and Acceptance Form and Application Form do not need to be signed to be a binding acceptance of Securities.

If the Entitlement and Acceptance Form or Application Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form or Application Form is final.

The Company will send this Prospectus together with an Entitlement and Acceptance Form to all Eligible Shareholders.

The Company will also send this Prospectus together with an Application Form to all participants in the Placement and Brokers eligible to apply for New Options under the Broker Offer.

1.11 Exposure period

The Corporations Act prohibits the Company from processing Applications in the seven day period after the date of lodgement of this Prospectus with ASIC ( Exposure Period ). The Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period.

No preference will be conferred on any Applications received during the Exposure Period. During the Exposure Period, this Prospectus will be made generally available to Australian residents at the Company’s website, www.rumbleresources.com.au.

1.12 Issue date and dispatch

All Securities under the Entitlement Offer are expected to be issued on or before the date specified in the proposed timetable in this Prospectus.

Subject to the Corporations Act and the Listing Rules the Company intends to issue the New Options under the Placement and Broker Offer as soon as practicable after the General Meeting.

Security holder statements will be dispatched as soon as possible after the issue of the Securities under the Offers.

It is the responsibility of Applicants to determine their allocation prior to trading in the Securities. Applicants who sell Securities before they receive their holding statements do so at their own risk.

1.13 Application Monies held on trust

All Application Monies received for Securities under the Entitlement Offer will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Securities are issued. All Application Monies will be returned (without interest) if the Securities are not issued.

1.14 ASX quotation

Application has been or will be made for the official quotation of the Securities offered by this Prospectus.

The New Options will only be admitted to official quotation by ASX if the conditions for quotation of a new class of securities are satisfied (which include, amongst other

things, there being a minimum of 100,000 New Options on issue, with at least 50 holders with a marketable parcel (within the meaning of the Listing Rules).

If permission is not granted by ASX for the official quotation of the Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will not issue the Shares and will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.15 CHESS

The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASTC Settlement Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Securities.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will specify the number of Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Securities, including a notice to exercise the Securities.

If you are registered on the Issuer Sponsored sub-register, your statement will be despatched by Advanced Share Registry Services and will contain the number of Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored Statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.16 Residents outside Australia

This Prospectus and the Forms, do not, and are not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the Securities under the Offers. 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 such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

1.17 Risk factors

An investment in Securities of the Company should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are outlined in in Section 4.

1.18 Brokers

Brokerage and/or handling fees on Applications for Shares will be payable to member firms of ASX or licensed investment advisers on such Forms bearing their stamp and

accepted by the Company.

1.19 Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Securities under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Securities under this Prospectus.

1.20 Major activities and financial information

A summary of the major activities and financial information relating to the Company are outlined in the following documents:

(a) Quarterly activities report lodged with ASX on 30 April 2013;
(b) Half Year Accounts lodged with ASX on 14 March 2013;
(c) Quarterly activities report lodged with ASX on 31 January 2013;
(d) Quarterly activities report lodged with ASX on 31 October 2012; and
(e) Annual Report lodged with ASX on 19 September 2012.

The Company's continuous disclosure notices (i.e. ASX announcements) since the lodgement of the Full Year Statutory Accounts are listed in Section 5.5.

Copies of these documents are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offers.

1.21 Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form or Application Form for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant’s security holding in the Company.

By submitting an Entitlement and Acceptance Form or Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form or Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form or Application Form, the Company may not be able to accept or process your Acceptance.

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

1.22 Effect of the Offers on control of the Company

The Company is of the view that the Offers will not affect the control (as defined by section 50AA of the Corporations Act) of the Company.

No investor or existing Shareholder will have a voting power greater than 20% as a result of the completion of the Offers.

As at the date of this Prospectus, the Company does not have any substantial Shareholders listed in its Shareholder register.

1.23 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 8 9388 8041.

2. Action required by Shareholders

2.1 Action in relation to the Entitlement Offer

Should you wish to acquire New Shares as a part of this Offer, you may either take up all of your Entitlement (see Section 2.1(a)) or part of your Entitlement (see Section 2.1(b)). Additionally, you may also apply for Shortfall Securities (see Section 2.1(c)).

(a) If you wish to take up all of your Entitlement under the the Entitlement Offer

Should you wish to accept all of your entitlement to Securities under the Entitlement Offer and you are not paying by BPAY, then applications for Securities under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the amount indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "Rumble Resources Limited" and lodged at any time after the issue of this Prospectus and on or before the Entitlement Offer Closing Date at the Company’s share registry (by delivery or by post) at:

Rumble Resources Limited – Entitlement Offer c/- Advanced Share Registry Services 150 Stirling Highway NEDLANDS WA 6009

If you are paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the Entitlement Offer Closing Date. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

(b) If you wish to take up only part of your entitlement under the Entitlement Offer

Should you wish to only take up part of your entitlement under the Entitlement Offer and you are not paying by BPAY, then applications for Securities under the Entitlement Offer must be made on the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of Securities you wish to accept and the amount payable (calculated at $0.045 per Share accepted), and attach a cheque for the appropriate Application Monies.

Rumble Resources Limited – Entitlement Offer c/- Advanced Share Registry Services 150 Stirling Highway NEDLANDS WA 6009

If you wish to apply for Securities in excess of your Entitlement under the Entitlement Offer, you may apply for Shortfall Securities by completing the relevant sections of the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Any Securities applied for in excess of your entitlement will be applied for under the Shortfall Offer and will be issued on a priority basis to Eligible Shareholders at the complete discretion of the Directors.

Rumble Resources Limited – Entitlement Offer c/- Advanced Share Registry Services 150 Stirling Highway NEDLANDS WA 6009

If you are paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

(d) Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything.

The number of Securities you hold and the rights attached to those Securities will not be affected should you choose not to accept any of your Entitlement.

(e) Enquiries concerning your Entitlement

If you have any queries concerning your Entitlement please contact the Rumble Resources Limited offer information line on (08) 9388 8041 (within Australia) or +61 8 9388 8041 (outside Australia) from 8:30am to 5:00pm WST, Monday to Friday.

2.2 Action in relation to the Placement

The subscription for Shares under the Placement was only offered to certain sophisticated or professional investors. To apply for the New Options attaching to Shares that were subscribed for under the Placement, those specified investors must complete the Application Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Application Form. Please read the instructions carefully.

2.3 Action in relation to the Broker Offer

The Broker Offer is only offered to the certain Brokers. To apply for the Securities under the Placement, those specified Brokers must complete the Application Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Application Form. Please read the instructions carefully.

3. Effect of the Offers

3.1 Capital structure on completion of the Offers

	No. of Shares	No. of listed Options	No. of unlisted Options
Balance at the date of this Prospectus	42,354,003(1)	19,185,329	14,700,000
To be issued under the Placement	5,860,100(2)	2,930,050(3)	-
Maximum to be issued under the	-	4,000,000(4)	-

Broker Offer To be issued under the Entitlement 24,107,052[(5) ] 12,053,526[(5)] - Offer Maximum balance after the Capital 72,321,155[(5) ] 38,168,905[(5) ] 14,700,000 Raising

Notes:

(1) Not including Shares subscribed for under the Placement and to be issued on or about 20 May 2013. (2) Assumes that the Placement is fully subscribed. Shares subscribed for under the Placement are to be issued on or about 20 May 2013.
(3) Assumes that Shareholder approval is received for the issue of the free attaching New Options under the Placement.
(4) Assumes that Shareholder approval is received for the issue of the free attaching New Options under the Broker Offer.
(5) Assumes that the Capital Raising is fully subscribed and that no Options are exercised before the Record Date. Subject to rounding adjustments.

3.2 Pro forma statement of financial position

BALANCE SHEET As at 31 December 2012	Audited 31 December 2012 $	Effect of Placement1	Effect of Entitlement Offer2 $	Unaudited Pro Forma $
Current Assets Cash Receivables Other financial assets Other assets	936,881 272,857 140,935 42,524	263,705	1,084,817	2,285,403 272,857 140,935 42,524
Total Current Assets	1,393,197	263,705	1,084,817	2,741,719
Non Current Assets Plant and equipment Exploration properties	60,804 3,998,805			60,804 3,998,805
Total Non Current Assets	4,059,609			4,059,609
TOTAL ASSETS	5,452,806	263,705	1,084,817	6,801,328

Current Liabilities Payables	606,608			606,608
TOTAL LIABILITIES	606,608			606,608

NET ASSETS	4,846,198	263,705	1,084,817	6,194,720

BALANCE SHEET As at 31 December 2012	Audited 31 December 2012 $	Effect of Placement1	Effect of Entitlement Offer2 $	Unaudited Pro Forma $
Equity Share Capital Reserves Accumulated Losses	5,965,989 456,197 (1,575,988)	263,705	1,084,817	7,314,511 456,197 (1,575,988)
TOTAL EQUITY	4,846,198	263,705	1,084,817	6,194,720

Note: (1) Assumes the Placement is fully subscribed.

(2) Assumes Entitlement Offer is fully subscribed and no Options are exercised before the Record Date.

Basis of preparation

The above pro forma statement of financial position has been prepared in accordance with the draft ASIC Guide to Disclosing Pro Forma Financial Information (issued July 2005).

The pro forma balance sheets have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

The pro forma statement of financial position is based on the audited financial position as at 31 December 2012. There have been no material transactions between that date and the date of this Prospectus.

3.3 Market price of Securities

The highest and lowest market sale prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.12 per Share on numerous dates (latest date being 25 February 2013) Lowest: $0.054 per Share on numerous dates (latest date being 6 May 2013)

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was $0.055 per Share on 16 May 2013.

3.4 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4. Risk factors

4.1 Introduction

The Securities offered under this Prospectus should be considered speculative because of the nature of the Company’s business.

Whilst the Directors recommend that Shareholders take up their Entitlement, there are numerous risk factors involved. 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. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which the Securities will trade.

The following is a summary of the more material matters to be considered and should be read in conjunction with specific matters referred to in the Company’s announcements and reports. This summary is not exhaustive and potential investors should examine the contents of this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for Securities.

4.2 Specific risks associated with operations in Burkina Faso

A number of specific risk factors arising due to the Company's operations in Burkina Faso that may impact the future performance of the Company are described below. Shareholders should note that this list is not exhaustive.

(a) Sovereign risks associated with Burkina Faso

The Company’s operations in Burkina Faso are subject to the risks associated with operating in a foreign country. These risks may include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.

Any future material adverse changes in government policies or legislation in Burkina Faso that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Company and its projects.

Burkina Faso has had a short democratic history with a series of elections, constitutions and coups.

North Africa has recently experienced elements of civil unrest and what have been described as terrorist activities and insurgencies, particularly in Mali, the country immediately to the north of Burkina Faso. No assurance can be given that such activities will not cross over the border into Burkina Faso or that

insurgents will not attempt to create unrest in neighbouring countries, including Burkina Faso.

The Company undertakes all recommended actions to ensure that its employees and contractors operating in Burkina Faso are kept safe from such activities and insurgencies.

While a new constitution was adopted by Burkina Faso in 1991 and the country has seen political stability since, the possibility of instability in the near future and the adoption of substantially different policies cannot be ruled out.

(b) Legal system in Burkina Faso

The legal system operating in Burkina Faso may be less developed than more established countries, which may result in risks such as political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute, a higher degree of discretion on the part of governmental agencies, the lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights, inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions, and relative inexperience of the judiciary and court in such matters.

The commitment to local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, license applications or other legal arrangements will not be adversely affected by the actions of the government authorities or others, and the effectiveness of and enforcement of such arrangements cannot be assured.

Investors should note that the Burkina Faso government currently retains a 10% free carried interest in all exploitation permits, that is, permits issued to companies wishing to commence production on their tenements.

(c) Ability of the Company to renew its tenements in Burkina Faso

The Company’s mining exploration activities are dependent upon the maintenance (including renewal) of its tenements. Although the Company has no reason to think that its tenements will not be renewed, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed.

4.3 Specific risks associated with the Company's exploration operations

(a) Contract and joint venture risk - The Company’s primary assets are interests held pursuant to joint venture agreements. The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company may become a party, insolvency or other managerial failure by any of the contractors used by the Company in its exploration activities.

(b) Status of tenements - The Company cannot guarantee that its 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 relinquished. The Company also cannot guarantee that any of its applications for exploration licences will be granted.
(c) Exploration risk - Potential investors should understand that gold exploration and development is a high-risk undertaking. There can be no assurance that exploration of acquired projects 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 its 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 its projects, a reduction in the cash reserves of the Company and possible relinquishment of part or all of its projects.

(d) 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.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Unless and until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(e) Resource estimates - 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.
(f) Exploration cost estimate - The exploration costs of the Company are based on certain estimates and 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.

(g) Title risks and Native Title - Interests in tenements in Australia are governed by the respective state or territory's 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.
(h) 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.
(i) Commodity price volatility and exchange rate risks - The price for gold 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 material 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. Due to the Company's operations in Burkina Faso, a portion of the Company's revenue and expenditure will be domiciled in currencies other than Australian dollars and as such the Company is further exposed to foreign exchange movements, which may have a positive or negative influence on the Australian dollar equivalent of such revenue and expenditure.
(j) Environmental risks - The operations and proposed activities of the Company are subject to 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.

In this regard, the Department of Mines and Petroleum of Western Australia from time to time, reviews 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. The Directors are also not in a position to state whether amendments to the applicable environmental laws and regulations in Burkina Faso are likely or what the likely effect of any such amendments would be.

(k) 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.
(l) 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.
(m) Reliance on key management - The responsibility of overseeing the day-today operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance that there will not be a detrimental impact on the Company if one or more of these employees or consultants cease their involvement with the Company.

4.4 General risks

The future prospects of the Company’s business may be affected by circumstances and external factors beyond the Company’s control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions.

(a) 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 exploration, development and production 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 oil and gas, 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:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) changes in investor sentiment;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.
(b) Market conditions - The market price of the Company’s securities 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.
(c) 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.

4.5 Speculative nature of investment

The above list of risk factors ought not to be taken as an exhaustive summary of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Securities offered pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities.

5. Additional information

5.1 Secondary trading

In addition to making the Offers, this Prospectus is being issued in order to facilitate secondary trading of the underlying Shares to be issued upon the exercise of the attaching New Options issued under the Offers, pursuant to ASIC Class Order 04/671.

5.2 Rights and liabilities attaching to Shares

A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising

from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of Shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per Share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

The Directors may, on behalf of the Company, issue, grant Options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

(d) Variation of rights

At present, the Company has on issue one class of shares only, namely ordinary Shares.

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(e) Transfer of shares

Subject to the Constitution, the Corporations Act and the Listing Rules, ordinary shares are freely transferable.

(f) Dividends

Subject to the Constitution and to the rights attaching to shares issued on special conditions (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the holders of ordinary shares in proportion to the number of shares held by them respectively and are paid proportionately to the amounts paid or credited as paid on shares.

(g) Winding up

Subject to the Constitution, the Corporations Act and the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company, the liquidator may, with the sanction 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 the value the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between members or different classes of members.

(h) Dividend reinvestment and share plans

The members of the Company, in general meeting, may authorise the Directors to implement and maintain dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of Shares).

(i) Directors

The Constitution states that the minimum number of Directors is three.

(j) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors have power to manage the business of the Company and may exercise all powers of the Company as are not required by the Corporations Act, Listing Rules or Constitution to be exercised by the Company at general meeting.

(k) Unmarketable parcels

The Constitution permits the Company to sell the Shares held by a Shareholder if they comprise less than a marketable parcel within the meaning of the Listing Rules.

If a Shareholder does not want its Shares sold, that Shareholder may notify the Company accordingly.

(l) Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the Constitution and the terms of issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

(m) Capital reduction

Subject to the Corporations Act and the Listing Rules, the Company may reduce its share capital.

(n) Preference shares

The Company may issue preference shares including preference shares that

are liable to be redeemed. The rights attaching to preference shares include, without limitation, those in the Constitution.

5.3 Terms and conditions attaching to New Options

The New Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

(a) Entitlement

Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.

(b) Exercise Price and Expiry Date

The New Options have an exercise price of $0.08 ( Exercise Price ) and an expiry date of 30 June 2015 ( Expiry Date ).

The New Options are exercisable at any time on or prior to the Expiry Date.

(d) Notice of Exercise

The New Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each New Option being exercised. Any Notice of Exercise of a New Option received by the Company will be deemed to be a notice of the exercise of that New Option as at the date of receipt.

(e) Shares issued on exercise

Shares issued on exercise of the New Options rank equally with the then Shares of the Company.

(f) Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the New Options.

(g) Timing of issue of Shares

Within 15 Business Days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each New Option being exercised the Company will allot and issue the Shares pursuant to the exercise of the New Options.

(h) Participation in new issues

There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six business days after the issue is announced. This will give the holders of New Options the opportunity to exercise their New Options prior to the date for determining entitlements to participate in any such issue.

(i) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of a New Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the New Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(j) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price.

(k) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(l) Quotation of the New Options

The Company will apply for quotation of the New Options on ASX, subject to meeting the relevant ASX requirements.

(m) Options transferable

The New Options are transferable.

(n) Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the New Options with the appropriate remittance should be lodged at the Company's Registry.

5.4 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes, aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Securities.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with the ASIC in relation to the Company may be obtained

from, or inspected at, an ASIC office (see Section 5.5 below).

5.5 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC.

In addition, the Company will provide free of charge to any person who requests it during the period of the Offers a copy of:

(a) the Half Year Report for the half year ended 31 December 2012 which was lodged with ASX on 14 March 2013;
(b) the Annual Report for the year ended 30 June 2012 which was lodged with ASX on 19 September 2012; and
(c) the following notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Report on 19 September 2012 until the date of this Prospectus:

Date lodged Subject of Announcement

Date lodged	Subject of Announcement
14/05/2013	Letter to Option Holders
14/05/2013	Rumble to raise $1.35 million to fund exploration
10/05/2013	Trading Halt
30/04/2013	Quarterly Activities Report and Appendix 5B
23/04/2013	Change of Director's Interest Notice
10/04/2013	Corporate Presentation
08/04/2013	Change of Director's Interest Notice
27/03/2013	Rumble Acquires New Project Adjacent to Top Up Rise
26/03/2013	Change of Director's Interest Notice
20/03/2013	CAY: Derosa Project Update
20/03/2013	Derosa Project Update-Burkina Faso
14/03/2013	Half Year Accounts
11/03/2013	Exploration Update
06/02/2013	Notice Under Section 708A and Appendix 3B
05/02/2013	Change of Director's Interest Notice
01/02/2013	Change of Director's Interest Notice
31/01/2013	Quarterly Activities Report and Appendix 5B
24/01/2013	Gold Rush on Derosa Project-Burkina Faso
16/01/2013	Change of Address
29/11/2012	Extensive Semi-Massive Sulphide Mineralisation at Beadell
22/11/2012	Change of Director's Interest Notice
21/11/2012	Paulsens South Drill Results
14/11/2012	Change of Director's Interest Notice
14/11/2012	Change of Director's Interest Notice
14/11/2012	Notice Under Section 708A and Appendix 3B
13/11/2012	Appendix 3B
13/11/2012	Change of Director's Interest Notice x 4
09/11/2012	Results of Meeting
08/11/2012	Drilling commences at Beadell Project
07/11/2012	Change of Director's Interest Notice
31/10/2012	Quarterly Activities Report and Appendix 5B
31/10/2012	Corporate Presentation
25/10/2012	Change of Director's Interest Notice

Date lodged	Subject of Announcement
17/10/2012	Appendix 3B
10/10/2012	Notice of Annual General Meeting/Proxy Form
10/10/2012	Notice Under Section 708A and Appendix 3B
04/10/2012	Drilling Commences at Paulsens South Project
02/10/2012	Initial Director's Interest Notice
28/09/2012	Rumble raises $1.75 million to fund exploration
27/09/2012	Corporate Presentation
27/09/2012	Trading Halt
24/09/2012	IP Targets Defined at Beadell Project
24/09/2012	Rumble Appoints Executive Director
19/09/2012	Annual Report to shareholders

The following documents are available for inspection throughout the period of the Offers during normal business hours at the registered office of the Company at Level 45, 108 St Georges Terrace, Perth, Western Australia:

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 5.14 and the consents provided by the Directors to the issue of this Prospectus.

5.6 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules other than as is set out in this Prospectus.

5.7 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Securities under this Prospectus.

5.8 Directors' interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or
(b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Securities offered under this Prospectus.

5.9 Directors' interests in the Company's Securities

The Directors or their nominees currently each hold at the date of this Prospectus Securities in the Company as follows:

	Shares	Options
Andrew McBain	1,542,477(1)	3,207,335(2)
Terence Topping	850,001(3)	3,050,000(4)
Michael Smith	950,000(5)	783,334(6)
Matthew Banks	1,315,451(7)	1,466,667(8)

(1) Consists of:
10,000 Shares held directly; and
1,532,477 Shares held indirectly.
(2) Consists of:
3,334 Options held directly which are exercisable at $0.25 each on or before 31 July 2014;
1,204,001 Options held indirectly which are exercisable at $0.25 each on or before 31 July 2014;
1,000,000 Options held indirectly which are exercisable at $0.35 each on or before 31 October 2015; and
1,000,000 Options held indirectly which are exercisable at $0.45 each on or before 31 October 2015.
(3) Consists of 850,001 Shares held directly.
(4) Consists of:
750,000 Options held directly which are exercisable at $0.25 each on or before 31 July 2014;
1,050,000 Options held directly which are exercisable at $0.35 each on or before 31 October 2015;
1,000,000 Options held directly which are exercisable at $0.45 each on or before 31 October 2015; and
250,000 Options held indirectly which are exercisable at $0.25 each on or before 31 July 2014.
(5) Consists of 950,000 Shares held indirectly.
(6) Consists of:
483,334 Options held indirectly which are exercisable at $0.25 each on or before 31 July 2014; and
300,000 Options held indirectly which are exercisable at $0.35 each on or before 31 October 2015.
(7) Consists of:
65,450 Shares held directly; and
1,250,001 Shares held indirectly.
(8) Consists of:
1,166,667 Options held indirectly which are exercisable at $0.25 each on or before 31 July 2014;
500,000 Options held indirectly which are exercisable at $0.35 each on or before 31 October 2014; and
500,000 Options held indirectly which are exercisable at $0.45 each on or before 31 October 2015.

It is the intention of the Directors to fully participate in the Entitlement Offer, which will be for an aggregate amount of approximately $104,803.

5.10 Directors remuneration

The Constitution provides that the Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Shareholders in general meetings, to be divided among the Directors as the Directors shall determine, and in default of agreement then in equal shares.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Directors received the following remuneration for the year ended 30 June 2012:

Director	Directors Fees and Salary	Super- annuation	Share based payments	Total
	$	$	$	$
Andrew McBain	132,692	11,942	-	144,634
Matthew Banks	25,000	2,250	-	27,250
Michael Smith	25,000	2,250	-	27,250
Terence Topping(1)	64,615	5,815	45,506	115,936

Notes:

¹ On 14 May 2012, Terence Topping resigned as an employee of the Company and continued to be engaged by the Company as a consultant. On 24 September 2012 Terence Topping was appointed as a Director.

Directors received the following remuneration for the year ended 30 June 2011:

Director	Directors Fees and Salary	Superannuation	Share Based Payments	Total
	$	$	$	$
Andrew McBain	25,000	-	-	25,000
Matthew Banks	-	-	-	-
Michael Smith	-	-	-	-

Terence Topping(1)	-	-	-	-

Notes:

¹ On 14 May 2012, Terence Topping resigned as an employee of the Company and continued to be engaged by the Company as a consultant. On 24 September 2012 Terence Topping was appointed as a Director.

Directors have received the following Options as compensation, all of which have an exercise price of $0.25 per Option and an expiry date of 31 July 2014.

Director	Number of Options	Date of Issue	Fair value per Option at date of Issue
Andrew McBain	750,000	15 January 2011	Nil
Matthew Banks	750,000	15 January 2011	Nil
Michael Smith	750,000	15 January 2011	Nil
Terence Topping	1,250,000	125,000 Options - issued 15 January 2011	Nil
		1,000,000 Options - issued 29 November 2011	0.0780

5.11 Related party transactions

There are no related party transactions involved in the Offers.

5.12 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or
(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Securities offered under this Prospectus.

5.13 Expenses of Offers

The estimated expenses of the Offers are as follows:

ASIC lodgement fee	$2,171
ASX quotation fee	$11,068

Brokerage fees Legal and preparation expenses Printing, mailing and other expenses Total	$94,396* $15,000 $3,000
	$125,635

Note: Additional brokerage and/or handling fees on Applications for Shares may be payable. See Section 1.18 for more information.

5.14 Consents

(a) In accordance with the Corporations Act, Hardy Bowen has given, and as at the date of lodgement of this Prospectus with ASIC has not withdrawn, their written consent to being named in this Prospectus as solicitors to the Company. Hardy Bowen has not authorised or caused the issue of this Prospectus or the making of the Offers. Hardy Bowen make no representation regarding, and to the extent permitted by law exclude any responsibility for, any statements in or omissions from any part of this Prospectus.
(b) Advanced Share Registry Services has given, and as at the date of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to being named in this Prospectus as the Company's share registry. Advanced Share Registry Services has had no involvement in the preparation of any part of this Prospectus other than being named as share registrar of the Company. Advanced Share Registry Services has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

6. Directors' Statement and Consent

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

Andrew McBain

Director

Dated: 17 May 2013

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid acceptance of Securities made pursuant to this Prospectus on a Form.

Applicant means a person who submits a Form.

Application means a valid application for Securities made on a Form.

Application Form means the Application Form provided by the Company with a copy of this Prospectus for the Placement or Broker Offer.

Application Monies means application monies for Securities received by the Company.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

ASTC Settlement Rules means the operating rules of ASTC.

ASX means ASX Limited ACN 008 129 164 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Broker Offer has the meaning given to it in Section 1.3.

Brokers has the meaning given to it in Section 1.3.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

Capital Raising means the total of the Entitlement Offer and the Placement.

CHESS means ASX Clearing House Electronic Subregistry System.

Company means Rumble Resources Limited ACN 148 214 260.

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act (Cth) 2001.

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia.

Entitlement means a Shareholder's entitlement to participate in the Entitlement Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form provided by the Company with a copy of this Prospectus that describes the entitlement of Shareholders to

subscribe for Securities pursuant to the Entitlement Offer.

Entitlement Offer has the meaning given to it in Section 1.1.

Entitlement Offer Closing Date has the meaning given to it in Section 1.5.

Exercise Price means the exercise price of the New Options, being $0.08.

Expiry Date means the expiry date of the New Options, being 30 June 2015.

Exposure Period has the meaning given to it in Section 1.11.

Form means an Entitlement and Acceptance Form in relation to the Entitlement Offer and/or an Application Form in relation to the Placement and/or Broker Offer, as applicable.

Full Year Statutory Accounts means the financial report lodged by the Company with ASIC in respect to the year ended 30 June 2012 and includes the corporate directory, chairman’s report, review of activities, Shareholder information, financial report of the Company and its controlled entities for the year ended 30 June 2012, together with a Directors’ report in relation to that financial year and the auditor’s report for the year to 30 June 2012.

General Meeting has the meaning given to it in 1.2.

Half Year Report means the half year financial report lodged by the Company with ASIC in respect to the half year ended 31 December 2012 and includes the financial report of the Company and its controlled entities for the half year ended 31 December 2012, together with a Directors’ report in relation to that half year and the auditors report on the condensed half year financial report for the half year to 31 December 2012.

Hartleys means Hartleys Limited.

Issuer Sponsored means Shares issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the Listing Rules of ASX.

New Option means an Option having the terms and conditions detailed in Section 5.3.

Notice of Exercise means the notice in writing to the Company to exercise the New Options.

Offer means the Entitlement Offer, the Placement, the Broker Offer and/or the Shortfall Offer (as applicable) and Offers means all of them.

Optionholder means a registered holder of New Options.

Option means the right to acquire one Share in the capital of the Company.

Placement has the meaning given in Section 1.2.

Placement and Broker Offer Closing Date has the meaning given in Section 1.5.

Prospectus means this prospectus with the date in Section 6.

Record Date means 5:00pm (WST) on 27 May 2013, unless otherwise specified by the Company.

Section means a section of this Prospectus.

Securities mean any securities including Shares or Options issued or granted by the Company.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Shortfall means the Securities not subscribed for by Eligible Shareholders under the Entitlement Offer (if any).

Shortfall Offer has the meaning given to it in Section 1.8.

Shortfall Securities means Securities not subscribed for by Eligible Shareholders under the Entitlement Offer.

WST means Western Standard Time, being the time in Perth, Western Australia.

AI assistant

RUMBLE RESOURCES LIMITED — Capital/Financing Update 2013

65736_rns_2013-05-16_3d876e21-89cc-407e-8b08-0d69e4cce15e.pdf

RUMBLE RESOURCES LTD ACN 148 214 260

PROSPECTUS

IMPORTANT INFORMATION

CORPORATE DIRECTORY

Directors

Share Registry

Lawyers

Company Secretary

Registered Office

Broker to the Offer

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER

TABLE OF CONTENTS

1. Details of the Offers

1.1 Entitlement Offer

1.2

Placement

1.3

Broker Offer

1.4

Purpose of the Capital Raising

1.5

Opening and Closing Dates

1.6 Minimum subscription

1.7 Underwriters of the Entitlement Offer

1.8

Shortfall Offer

1.9

No rights trading

1.10 Forms

1.11

Exposure period

1.12

Issue date and dispatch

1.13

Application Monies held on trust

1.14 ASX quotation

1.15

CHESS

1.16

Residents outside Australia

1.17

Risk factors

1.18

Brokers

1.19 Taxation implications

1.20 Major activities and financial information

1.21 Privacy

1.22 Effect of the Offers on control of the Company

1.23 Enquiries concerning Prospectus

2. Action required by Shareholders

2.1 Action in relation to the Entitlement Offer

(d) Entitlements not taken up

2.2 Action in relation to the Placement

2.3 Action in relation to the Broker Offer

3. Effect of the Offers

3.1 Capital structure on completion of the Offers

3.2 Pro forma statement of financial position

Basis of preparation

3.3

Market price of Securities

3.4

Dividend policy

4. Risk factors

4.1 Introduction

4.2 Specific risks associated with operations in Burkina Faso

(a) Sovereign risks associated with Burkina Faso

(b) Legal system in Burkina Faso

(c) Ability of the Company to renew its tenements in Burkina Faso

4.3 Specific risks associated with the Company's exploration operations

4.4 General risks

4.5

Speculative nature of investment

5. Additional information

5.1 Secondary trading

5.2 Rights and liabilities attaching to Shares

(a) General meeting and notices

(b) Voting rights

RUMBLE RESOURCES LIMITED Capital/Financing Update 2013