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RUMBLE RESOURCES LIMITED Capital/Financing Update 2015

Jul 7, 2015

65736_rns_2015-07-07_e704fde1-a85a-4962-b0d8-1ad68533e590.pdf

Capital/Financing Update

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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 be issued (if known) or maximum number which may be issued a) 12,000,000 b) 12,000,000 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid a) Options exercisable at 8 cents expiring on 8 January 2017 (unlisted) b) Options exercisable at 15 cents expiring on 8
  • 2 Number of +securities issued or to
  • +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
  • January 2017 (unlisted)
4 Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment a)No.Upon exercise of the options intoordinary fully paid shares, the allotted andissued shares will rank equally in all respectswith an existing class of quoted securities.The options above donot entitle the holder toparticipate in the next interest or dividendpayment.
5 Issue price or consideration Nil
6 Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets) Pursuant to approval of resolution 4at the generalmeeting of shareholders on 17June 2015.
6a Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i Yes
6b Thedatethesecurityholderresolution under rule 7.1A waspassed 28November 2014
6c +securitiesNumberofissuedwithout security holder approvalunder rule 7.1 Nil
6d Number of +securities issued withsecurity holder approval under rule7.1A Nil
6e Number of +securities issued withsecurity holder approval under rule7.3, or another specific securityholder approval (specify date ofmeeting) 24,000,000 options.Approved at the general meeting of shareholders on17 June 2015.
6f Number of +securities issued underan exception in rule 7.2 Nil

+ See chapter 19 for defined terms.

  • 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.

N/A

N/A

Refer to Annexure 1

8 July 2015

8 Number and +class of all + securities quoted on ASX (including the + securities in section 2 if applicable)

Number +Class
191,774,742 Ordinary fully paid shares
6,926,996 Options exercisable at $0.35on or before 31 October2015(RTROA)
38,160,554 Options exercisable at $0.08on or before 30 June 2016(RTROC)
Number +Class
9 +classNumberandofall 1,707,316 Options exercisable at
+securities not quoted on ASX(including the +securities in section $0.041 on or before 13
2 if applicable) December 2016
3,600,000 Options exercisable at$0.35 on or before 31
October 2015
4,500,000 Options exercisable at$0.45 on or before 31October 2015
2,250,000 Options exercisable at$0.08 on or before 20April 2017
1,000,000 Options exercisable at$0.08 on or before 22June 2017
4,500,000 Options exercisable at$0.08 on or before 29July 2018
12,000,000 Options exercisable at$0.08 on or before 8January 2017
12,000,000 Options exercisable at$0.15 on or before 8January 2017

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

N/A

Part 2 - Pro rata issue

11 Is security holder approval required? N/A 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the + securities will be offered

+ See chapter 19 for defined terms.

14 +Class of +securities to which theoffer relates
15 +Recorddatetodetermineentitlements
16 Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17 Policy for deciding entitlements inrelation to fractions
18 Names of countries in which theentity has security holders who willnot be sent new offer documents
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 fee orcommission
22 Names of any brokers to the issue
23 Fee or commission payable to thebroker to the issue
24 Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders
25 If the issue is contingent on securityholders' approval, the date of themeeting
26 Date entitlement and acceptanceform and offer documents will besent to persons entitled
27 If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28 Date rights trading will begin (ifapplicable)
29 Date rights trading will end (ifapplicable)
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)?
Issue date

Part 3 - Quotation of securities

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

34 Type of +(tick one) securities
(a) +Securities described in Part 1.
(b) All other +securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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 theadditional +securities, and the number and percentage of additional +securities held bythose holders
36 If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

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

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: ......Bruno Seneque..............................................Date: 8 July 2015 (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 121,249,477
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•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 +ordinarysecurities cancelled during that 12 monthperiod 500,000 – Approved 28 July 20142,000,000 – Approved 28 November 2014100,000 - Approved 28 November 2014550,000 - Approved 28 November 201424,348,888 - Approved 23 December 2014361,111 - Approved 23 December 20141,041,667 Approved 23 December 201437,500,000 Approved 17 June 2015458,739 Approved 28 November 201453,750 Issued under rule7.2 exception 4Nil
"A" 188,163,632

+ 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 28,224,545
that has already been used Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued: 1,500,000 Ordinary fully paid sharesIssued 7 July 2015
•Under an exception in rule 7.2 1,000,000 Ordinary fully paid sharesIssued 7 July 2015
•Under rule 7.1A 1,111,110 Ordinary fully paid shares
•With security holder approval under rule7.1 or rule 7.4 Issued 7 July 2015
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" 3,611,110
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15 28,224,545
Note: number must be same as shown inStep 2
Subtract "C" 3,611,110
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C" 24,613,435
[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 from which the placementcapacity is calculated
"A"Note: number must be same as shown inStep 1 of Part 1 188,163,632
Step 2: Calculate 10% of "A"
"D" 0.10Note: this value cannot be changed
Multiply "A" by 0.10 18,816,363
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securitiesissuedor 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 Nil
"E" Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10Note: number must be same as shown inStep 2 18,816,363
Subtract "E"Note: number must be same as shown inStep 3 Nil
Total ["A" x 0.10] – "E" 18,816,363Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.