RUMBLE RESOURCES LIMITED — Capital/Financing Update 2017

Nov 9, 2017

Notice Under Section 708A

10 November 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, 3 November 2017 the Company issued 823,794 fully paid ordinary shares in respect of the option agreement for the Earaheedy Zinc Project under its existing placement capacity under ASX Listing Rule 7.1. An Appendix 3B was lodged previously on 3 November 2017. Furthermore, today 10 November 2017, the Company has issued 67,391,428 fully paid ordinary shares in respect the capital raising announced to the ASX on 3 November 2017 ("Capital Raising"). 38,994,794 shares were issued under its existing placement capacity under ASX Listing Rule 7.1 and 28,396,634 shares were issued under its existing placement capacity under ASX Listing Rule 7.1A. An Appendix 3B is enclosed in respect of the capital raising.

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.

INFORMATION REQUIRED UNDER LISTING RULE 3.10.5A

The Company provides the following information as required under ASX Listing Rule 3.10.5A in respect of the shares issued under the Company's 10% Placement Capacity under Listing Rule 7.1A:

a) The dilutive effect of the Placement on existing shareholders is as follows:

Number of shares on issue prior to the Placement: 284,790,134

	Shares	Dilution
Shares issued under LR 7.1	38,994,794	11.07%
Shares issued under LR 7.1A	28,396,634	8.06%
Total shares on issue post placement	352,181,562	-
Total dilution	-	19.13%

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

Details of the Company's issued capital following completion of the share issue under Listing Rule 7.1A held by pre-issue shareholders and new shareholders are as follows:

	Shares	Percentage
Pre-issue shareholders who did not participate in the new issue	252,534,770	80.63%
Pre-issue shareholders who participated in the new issue	47,351,997	15.12%
New shareholders who participated in the new issue	13,300,001	4.25%
Total	313,186,558	100.00%

• b) The 28,396,634 shares issued under Listing Rule 7.1A were issued to sophisticated and professional investors as it was considered to be the most efficient mechanism for raising capital for the Company at the time;
• c) There were no underwriting arrangements entered into; and
• d) Commission for the Placement was 6% (plus GST) of total funds raised. The Lead Manager (or its nominess) will also receive up to 11.6m unlisted options ($0.15, 2-year expiry), subject to shareholder approval.

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.

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

Fully Paid Ordinary Shares

67,391,428

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

Fully Paid Ordinary Shares

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?	Yes, rank with existing fully paid ordinary shares.
	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) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$0.07 per share
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issued in respect of capital raising previouslyannounced to ASX on 3 November 2017.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6h	Yes
	in relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	29 November 2016
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	38,994,794
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	28,396,634

+ See chapter 19 for defined terms.

6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	Nil
6f	Number of +securities issuedunder an exception in rule 7.2	Nil
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.	Yes.Issue date 10 November 2017.Issue price $0.07.15 day VWAP as at 3 November 2017 - $0.081.75% of 15 Day VWAP - $0.061Source of VWAP – ASX (via Comsec)
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 – 2,776,363Rule 7.1A – Nil
7	+Issue dates	10 November 2017
	Note: 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.
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	352,181,562	Ordinary fully paid shares

+ClassNumber
------------------	--

9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	4,500,000	Options exercisableat $0.08 on or before29 July 2018
		1,500,000	Options exercisableat $0.08 on or before6 July 2019
		4,000,000	Options exercisableat $0.03 on or before8 September 2020
10	Dividend policy (in the case of atrust, distribution policy) on the	N/A

Part 2 - Pro rata issue – N/A

increased capital (interests)

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securities willbe offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions

+ See chapter 19 for defined terms.

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
• 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

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

documents	Tick to indicate you are providing the information or
35	If the +securities are +equity securities, the names of the 20 largest holders of theadditional +securities, and the number and percentage of additional +securitiesheld 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 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

Entities that have ticked box 34(b)

+ See chapter 19 for defined terms.

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

n/a

n/a

n/a

n/a

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: 10 November 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)Nil
"A"	283,966,340

+ 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	42,594,951
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 month	3 November 2017 - 823,794 (EaraheedyOption Consideration Shares)
period not counting those issued:	10 November 2017 - 38,994,794(placement)
•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"	29,818,588
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	42,594,951
Note: number must be same as shown inStep 2
Subtract "C"	29,818,588
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	2,776,363
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additionalplacement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	283,966,340
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	28,396,634
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	10 November 2017 – Placement -28,396,634
Notes:•This applies to equity securities – not
just 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 security
holder approval has been obtained
•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	28,396,634

+ 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	28,396,634
Note: number must be same as shown inStep 2
Subtract "E"	28,396,634
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	Nil
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.