RUMBLE RESOURCES LIMITED — Capital/Financing Update 2014

Dec 23, 2014

24 December 2014

Manager Companies Company Announcements Office Australian Stock Exchange Limited Level 4, Stock Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Appendix 3B, Top 20 and Distribution Schedule

Please find attached an Appendix 3B for the issue of 17,355,000 quoted options exercisable at $0.08 each on or before 30 June 2016. Also attached are the Top 20 option holders and the distribution schedule.

Yours sincerely

Bruno Seneque Company Secretary

Rumble Resources Ltd

Suite 9, 36 Ord Street, West Perth, WA 6005

T +61 8 6555 3980

F +61 8 6555 3981

rumbleresources.com.au

ASX RTR

Executives & Management

Mr Shane Sikora CEO

Mr Terry Topping Executive Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith Non-executive Director

Mr Andrew McBain Non-executive Director

Mr Bruno Seneque Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Rumble Resources Limited

ABN

74 148 214 260

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Options (Quoted)

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

17,355,000

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Options exercisable at $0.08 on or before 30 June 2016

The options were approved by shareholders in General Meeting held on 23 December 2014, and issued under the Prospectus dated 23 December 2014.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	No, as this is a new class of quotedsecurities.
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	12,355,000 options offered to participants inthe placement announced on 7 November2014 on the basis of 1 free attaching ListedOption for every 2 shares subscribed forunder the placement.5,000,000options offered totheLeadManager of the placement as noted above.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	Yes
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	28 November 2014
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Nil
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil

+ See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Nil

Nil

N/A

N/A

Refer to Annexure 1

24 December 2014

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingthein	146,901,143	Ordinary fully paidshares
	section 2 if applicable)	550,000	Ordinary fully paidshares voluntaryescrowed to 14 April2015
		2,700,000	Ordinary fully paidshares voluntaryescrowed to 5 May2015
		44,390,569	Options exercisableat $0.08 on or before30 June 2015
		6,926,996	Optionsexercisableat $0.35 on or before31 October 2015
		17,355,000	Options exercisableat $0.08 on or before30 June 2016
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	1,707,316	Options exercisableat $0.041 on orbefore 13 December2016
		3,600,000	Options exercisableat $0.35 on or before31 October 2015
		4,500,000	Options exercisableat $0.45 on or before31 October 2015
		4,500,000	Options exercisableat $0.08 on or before29 July 2018

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

• See chapter 19 for defined terms.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securitieswill be offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue

• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
• 28 Date rights trading will begin (if applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do security holders sell their entitlements in full through a broker?
• 31 How do security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

• See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1
• (b) All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought

39 +Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

Sign here: ............................................................ Date: 24 December 2014 (Company Secretary)

Print name: Bruno Seneque

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	77,002,980
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securities cannotbe added	25,415,699 – Approved 17 February 20142,000,000 – Approved 28 July 2014500,500 – Approved 28 July 20147,700,298 - Approved 28 July 20142,700,000 – Approved 28 July 20145,930,000 – Approved 28 July 2014500,000 – Approved 28 July 20142,000,000 – Approved 28 November 2014100,000 - Approved 28 November 2014550,000 - Approved 28 November 2014
•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline itemsSubtract the number of fully paid +ordinary	24,348,888 - Approved 28 November 2014361,111 - Approved 28 November 20141,041,667 Approved 28 November 2014Nil
securities cancelled during that 12 monthperiod"A"	150,151,143

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	22,522,671
Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	Nil

"A" x 0.15	Nil
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	Nil
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure fromwhich the placementcapacity is calculated
"A"Note: number must be same as shown inStep 1 of Part 1	150,151,143
Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	15,015,114
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

15,015,114
Nil
15,015,114
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

TOP SPREAD REPORT

RUMBLE RESOURCES LIMITED Date: 24/12/2014

For Class: [96704]RTR96704 OPT WORKING Page: 1

ACN 148 214 260 Operator: Addie Leung

	SPREAD OF HOLDINGS	NUMBER OF HOLDERS	NUMBER OF UNITS	% OF TOTAL ISSUED CAPITAL
1 -	1,000	0	0	0.000 %
1,001 -	5,000	0	0	0.000 %
5,001 -	10,000	0	0	0.000 %
10,001 -	100,000	14	1,092,780	6.297 %
100,001 - 999,999,999,999		39	16,262,220	93.703 %
	TOTAL	53	17,355,000	100 %

% OF TOTAL ISSUED CAPITAL	NUMBER OF UNITS	NUMBER OF HOLDERS	LESS THAN MARKET PARCEL
0.000 %	0	0	1 -0
100.000 %	17,355,000	53	1 -OVER
100 %	17,355,000	53	TOTAL

LOCALITY ANALYSIS	NUMBER OF HOLDERS	NUMBER OF UNITS	% OF TOTAL ISSUED CAPITAL
WESTERN AUSTRALIA	21	8,711,111	50.194 %
NEW SOUTH WALES	18	4,194,444	24.169 %
VICTORIA	4	1,577,778	9.091 %
QUEENSLAND	2	555,556	3.201 %
TASMANIA	1	200,000	1.152 %
HONG KONG	3	630,000	3.630 %
NEW ZEALAND	2	175,000	1.008 %
PEOPLE'S REPUBLIC OF CHINA	1	200,000	1.152 %
UNITED KINGDOM OF GREATBRITAIN AND NTH IRELAND	1	1,111,111	6.402 %
Total Australian Holders	46	15,238,889	87.807 %
Total Overseas Holders	7	2,116,111	12.193 %
Grand Total	53	17,355,000	100.000 %

TOP 20 HOLDERS REPORT

RUMBLE RESOURCES LIMITED Date: 24/12/2014

For Class: RTR96704 OPT WORKING Page: 2

ACN 148 214 260 Operator: Addie Leung

		< CURRENT STATUS >				< PREVIOUS STATUS >
RANK	Shareholder	Total Units	% IssueCapital	Cum Units	% CumUnits	Total Units	% IssueCapital	Unit Change	% UnitChange
1	DARK GREY HOLDINGS PTY LTD	1,500,000	8.643	1,500,000	8.643	1,500,000	8.643	0	0.000
2	CPS CAPITAL GROUP PTY LTD	1,365,000	7.865	2,865,000	16.508	1,365,000	7.865	0	0.000
3	MR JASON PETERSON &MRS LISA PETERSON<j &="" a="" c="" f="" l="" peterson="" s="">	1,111,111	6.402	3,976,111	22.910	1,111,111	6.402	0	0.000
4	J P MORGAN NOMINEES AUSTRALIALIMITED	1,111,111	6.402	5,087,222	29.313	1,111,111	6.402	0	0.000
5	BRICK LANE ASSET MANAGEMENTLTD	1,111,111	6.402	6,198,333	35.715	1,111,111	6.402	0	0.000
6	REXROTH HOLDINGS PTY LTD	1,000,000	5.762	7,198,333	41.477	1,000,000	5.762	0	0.000
7	708 CAPITAL PTY LTD	800,000	4.610	7,998,333	46.087	800,000	4.610	0	0.000
8	CEN PTY LTD	500,000	2.881	8,498,333	48.968	500,000	2.881	0	0.000
9	J & J BANDY NOMINEES PTY LTD<j&j a="" bandy="" c="" fund="" super=""></j&j>	500,000	2.881	8,998,333	51.849	500,000	2.881	0	0.000
10	CHIFLEY PORTFOLIOS PTY LIMITED	500,000	2.881	9,498,333	54.730	500,000	2.881	0	0.000
11	GROUP SEVENTY THREE PTY LTD	500,000	2.881	9,998,333	57.611	500,000	2.881	0	0.000
12	BARCLAY WELLS LTD	500,000	2.881	10,498,333	60.492	500,000	2.881	0	0.000
13	RIVERVIEW CORPORATION PTY LTD	335,000	1.930	10,833,333	62.422	335,000	1.930	0	0.000
14	CONCERT GRAND PTY LTD	334,998	1.930	11,168,331	64.352	334,998	1.930	0	0.000
15	MR CHRISTOPHER HASLAM	300,000	1.729	11,468,331	66.081	300,000	1.729	0	0.000
16	MR PHILLIP JOHN COULSON	277,778	1.601	11,746,109	67.681	277,778	1.601	0	0.000
17	KHAZA NOMINEES PTY LTD	277,778	1.601	12,023,887	69.282	277,778	1.601	0	0.000
18	DECK CHAIR HOLDINGS PTY LTD	277,778	1.601	12,301,665	70.883	277,778	1.601	0	0.000
19	MR SHANNON BRIDGEFORD	255,000	1.469	12,556,665	72.352	255,000	1.469	0	0.000
20	MR TERRENCE CHARLES INDERSMITH	250,000	1.441	12,806,665	73.792	250,000	1.441	0	0.000
	TOTAL	12,806,665	73.792