RUMBLE RESOURCES LIMITED — Capital/Financing Update 2015

Jul 7, 2015

ASX ANNOUNCEMENT

Issue of Shares, and Notice Under Section 708A

7 July 2015

Rumble Resources Ltd (Company) has issued the following securities:

• 4,123,599 ordinary fully paid shares;
• 555,554 options (RTROC).

Expiry of Options (RTROB)

Please note that 44,336,819 options (RTROB) expired on 30 June 2015 and were not exercised.

Notice Under Section 708A

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

The shares and options were issued without disclosure to the private investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, has complied with:

• a) The provisions of Chapter 2M of the Corporations Act; and
• b) Section 674 of the Corporations Act.

There is no excluded information as at the date of this notice, for the purposes of Section 708A(7) and (8) of the Corporations Act.

ENDS

For further information visit www.rumbleresources.com.au or contact enquiries@rumbleresources.com.au

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 tobe issued	a)-e)f)	Ordinary fully paid sharesOptions (RTROC)
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	a)-e)f)	4,123,599555,554
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	a)-e)f)	Ordinary fully paid sharesOptions exercisable at 8 cents expiring on orbefore 30 June 2016 (Listed) (RTROC).

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?	a)-e) yes –Ordinary Fully PaidSharesf)yes -Options (Listed: RTROC)
	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	The options above donot entitle the holder toparticipate in the next interest or dividendpayment.
5	Issue price or consideration	a)53,750 shares issued at 8 centsb)1,500,000 shares issued at 3.33 centsc)1,000,000 shares issued at 2.9 centsd)1,111,110shares issued at 4.5 centse)458,739 shares issued in lieu of directors feesof $22,500 pursuant to approval of resolution7attheannualgeneralmeetingofshareholders on 28 November2014.f)555,554 options issued at nil consideration
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	a)conversion of options (RTROB)b)Drilling servicesc)Tenement acquisitiond)& f) Corporateservicese)Pursuant to approval of resolution 7 at theannual general meeting of shareholders on 28November2014.
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	3,611,110 Ordinary fully paid shares555,554 Options (Listed: RTROC)

+ See chapter 19 for defined terms.

• 6d Number of +securities issued with security holder approval under rule 7.1A
• 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

e) 458,739 Ordinary fully paid shares. Approved at annual general meeting of shareholders on 28 November 2014

a) 53,750 Ordinary fully paid shares issued on conversion of options (Listed: RTROB)

N/A

N/A

Refer to Annexure 1

a) 7 July 2015

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the +securities in section	191,774,742	Ordinary fully paid shares
	2 if applicable)	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		$0.041 on or before 13
	(including the +securities in section		December 2016
	2 if applicable)
			Options exercisable at
		3,600,000	$0.35 on or before 31
			October 2015
			Options exercisable at
		4,500,000	$0.45 on or before 31
			October 2015
			Options exercisable at
		2,250,000	$0.08 on or before 20
			April 2017
			Options exercisable at
		1,000,000	$0.08 on or before 22
			June 2017
			Options exercisable at
		4,500,000	$0.08 on or before 29
			July 2018
10	Dividend policy (in the case of a	N/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?

+ See chapter 19 for defined terms.

14+Class of +securities to which theoffer relates15+Recorddatetodetermineentitlements16Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has security holders who willnot be sent new offer documentsNote: Security holders must be told how theirentitlements are to be dealt with.
Cross reference: rule 7.7.
19Closingdateforreceiptofacceptances or renunciations
20Names of any underwriters
21Amount of any underwriting fee orcommission
22Names of any brokers to the issue
23Fee or commission payable to thebroker to the issue
24Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders
25If the issue is contingent on securityholders' approval, the date of themeeting
26Date entitlement and acceptanceform and offer documents will besent to persons entitled
27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28Date rights trading will begin (ifapplicable)

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

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

+ See chapter 19 for defined terms.

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

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: 7 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	123,849,477
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	550,000 - 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 securities issuedNilor 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 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.