RUMBLE RESOURCES LIMITED — Capital/Financing Update 2017

Dec 21, 2017

Notice Under Section 708A

22 December 2017

Rumble Resources Limited (Company) (ASX: RTR) hereby notifies the ASX under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) on Friday, 22 December 2017 the Company issued 1,180,000 fully paid ordinary shares to Director, Mr Michael Smith in respect the capital raising announced to the ASX on 3 November 2017 ("Capital Raising") at an issue price of $0.07 per share. The issue of these shares were approved by shareholders at the Company's AGM on 23 November 2017.

The Company also issued the following unlisted options:

• 9,000,000 unlisted options exercisable at $0.08 expiring 3 years from date of issue; and
• 11,100,000 unlisted options exercisable at $0.15 expiring 2 years from date of issue.

An Appendix 3B is enclosed in respect of the share and option issue.

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

• 1. The shares were issued without disclosure under Part 6D.2, in reliance on and providing notice under Section 708A(5) of the Corporations Act.
• 1. The Company, as at the date of this notice, has complied with:
  • a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
  • b) section 674 of the Corporations Act.
• 1. As at the date of this notice, there is no information, for the purposes of section 708A(7) and 708A(8):
  • a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
  • b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
    • i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
    • ii. the rights and liabilities attaching to the shares.

ENDS

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

About Rumble Resources Ltd

Rumble Resources Ltd is an Australian based exploration company, officially admitted to the ASX on the 1st July 2011. Rumble was established with the aim of adding significant value to its current gold and base metal assets and will continue to look at mineral acquisition opportunities both in Australia and abroad.

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 Managing Director

Mr Brett Keillor Technical Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith Non-executive Director

Mr Steven Wood 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)b)c)	Fully Paid Ordinary Shares (RelatedParty Shares)Unlisted Options (KMP Options)Unlisted Options (Broker Options)
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which may beissued	a)b)c)	1,180,000 fully paid ordinary shares9,000,000 unlisted options11,100,000 unlisted options
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	a)b)c)	Fully Paid Ordinary SharesOptions with an exercise price of $0.08and expiring on 22 December 2020Options with an exercise price of $0.15 andexpiring on 22 December 2019

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 b) No, shares issued on the exercise of options will rank equally with existing quoted securities c) No, shares issued on the exercise of options will rank equally with existing quoted securities 5 Issue price or consideration a) Issued at $0.07 per share for total consideration of $82,600 b) Nil cash – options issued to key management personnel under Employee Incentive Scheme and as approved by shareholders at AGM on 23 November 2017 c) Nil cash – options issued in accordance with Placement announced to ASX on 3 November 2017 and approved by shareholders at AGM held 23 November 2017 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) a) Issued pursuant to a Placement previously announced to ASX on 3 November 2017 b) Issue of incentive options to key management personnel of the Company pursuant to the Company's Employee Incentive Scheme c) As consideration for services provided in respect of Placement. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i Yes 6b The date the security holder resolution under rule 7.1A was passed 23 November 2017

a) Yes

4 Do the +securities rank equally in

+ See chapter 19 for defined terms.

6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Nil
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	11,100,000 unlisted optionsDate of meeting – 23 November 2017
6f	Number of +securities issuedunder an exception in rule 7.2	1,180,000 fully paid ordinary shares (Exception 14,ASX Listing Rule 10.11)9,000,000 unlisted options (Exception 9)
6g	If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issue date and both values.Include the source of the VWAPcalculation.	N/A
6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements	N/A
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Rule 7.1 – 53,004,234Rule 7.1A – 35,336,156
7	+Issue datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a pro rataentitlement issue must comply with theapplicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	22 December 2017

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	353,361,562	Ordinary fully paid shares

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
4,500,000	Options exercisable at$0.08 on or before 29 July2018
1,500,000	Options exercisable at$0.08 on or before 6 July2019
4,000,000	Options exercisable at$0.03 on or before 8September 2020
9,000,000	Options exercisable at$0.08 on or before 22December 2020
11,100,000	Options exercisable at$0.15 on or before 22December 2019

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

N/A

Part 2 - Pro rata issue – N/A

• 11 Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?

+ See chapter 19 for defined terms.

• 13 Ratio in which the +securities will be offered
• 14 +Class of +securities to which the offer relates
• 15 +Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or renunciations

• 20 Names of any underwriters

• 21 Amount of any underwriting fee or commission

• 22 Names of any brokers to the issue

• 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

• 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

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

+ See chapter 19 for defined terms.

• 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	n/a
39	+Class of +securities for whichquotation is sought	n/a
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of 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,distributionorinterestpayment	n/a
41	Reason for request for quotationnow	n/a
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identifythat other +security)

Number	+Class
--------	--------

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

all
$S_{\rm X}$
se

+ 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:	[lodged electronically without signature](Company Secretary)	Date: 22 December 2017

Print name:	Steven Wood

== == == == ==

+ 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	248,102,202
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line itemsSubtract the number of fully paid+ordinary securities cancelled during that12 month period	6-Jul-17: Placement - capital raising -34,097,138 (ratified by shareholders 24August 2017)6-Jul-17: Placement - advisory fee -267,000 (ratified by shareholders 24August 2017)8 Sept 17 – Placement - 1,500,000(shareholder approval 24 August 2017)03 Nov 17 – Earaheedy OptionConsideration Shares - 823,794(shareholder approval 23 November 2017)10 Nov 17 – Placement – capital raising -67,391,428 (shareholder approval 23November 2017)22 Dec 17 – Placement - related partyshares – 1,180,000 (shareholder approval23 November 2017)Nil
"A"	353,361,562

+ 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	53,004,234
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	Nil
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1

"A" x 0.15	53,004,234
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"	52,004,234
	[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"	353,361,562
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	35,336,156
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 7.1A
Notes:
•This applies to equity securities – notjust ordinary securities
•Include here – if applicable – thesecurities the subject of the Appendix
3B to which this form is annexed•Do not include equity securities issued
under rule 7.1 (they must be dealt within Part 1), or for which specific security
holder approval has been obtained•It may be useful to set out issues of
securities on different dates as
separate line 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

"A" x 0.10	35,336,156
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	35,336,156
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.