RUMBLE RESOURCES LIMITED — Capital/Financing Update 2019

Jul 28, 2019

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1. Fully Paid Ordinary Shares 2. Unlisted Options ($0.15, 22 December 2019) 3. Unlisted Incentive Options
	1) 2,581,812 2) 240,000 3) 15,000,000

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) 4 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 5 Issue price or consideration	1) Fully Paid Ordinary Shares 2) Unlisted Options exercisable at $0.15 each expiring on or before 22 December 2019 3) Unlisted Incentive Options with a zero exercise price expiring on or before 26 July 2023, subject to vesting conditions as set out in the notice of meeting dated 14 June 2019.
	1) Yes, rank equally with existing fully paid ordinary shares. 2) No. Any shares issued upon exercise of the options will rank equally with existing fully paid ordinary shares. There is no entitlement to participate in the next dividend. 3) No. Any shares issued upon exercise of the options will rank equally with existing fully paid ordinary shares. There is no entitlement to participate in the next dividend.
	1) $0.055 per share. 2) Nil 3) Nil

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	1) 2,181,812 Placement shares issued to directors pursuant to Capital Raising announced to ASX on 15 April 2019 and approved by shareholders on 17 July 2019. 400,000 shares issued to the vendor of the Long Lake and Panache Projects, as per ASX announcement 9 August 2018 and 29 July 2019. 2) Unlisted options issued pursuant to Capital Raising announced to ASX on 15 April 2019 and approved by shareholders on 17 July 2019. 3) Unlisted incentive options issued to executive directors, subject to vesting conditions as set out in the notice of meeting dated 14 June 2019, and approved by shareholders on 17 July 2019.
	Yes
	28 November 2018
	400,000 shares
	Nil

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.	1) 2,181,812 ordinary shares 2) 240,000 unlisted options exercisable at $0.15 each expiring on or before 22 December 2019 3) 15,000,000 Unlisted Incentive Options with a zero exercise price expiring on or before 26 July 2023, subject to vesting conditions as set out in the notice of meeting dated 14 June 2019 Date of meeting: 17 July 2019	1) 2,181,812 ordinary shares 2) 240,000 unlisted options exercisable at $0.15 each expiring on or before 22 December 2019 3) 15,000,000 Unlisted Incentive Options with a zero exercise price expiring on or before 26 July 2023, subject to vesting conditions as set out in the notice of meeting dated 14 June 2019 Date of meeting: 17 July 2019
	Nil
	N/a
	N/A
	Refer annexure 1
	26 July 2019
	Number	+Class

• See chapter 19 for defined terms.

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8 Number and +class of all 388,372,853 Ordinary fully paid shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Nil (expired) 4,000,000 9,000,000 14,813,110 15,000,000	Options exercisable at $0.08 expiring on or before 6 July 2019 Options exercisable at $0.03 expiring on or before 8 September 2020 Options exercisable at $0.08 expiring on or before 22 December 2020 Options exercisable at $0.15 expiring on or before 22 December 2019 Incentive Options with zero exercise price expiring on or before 26 July 2023, subject to vesting conditions
	N/A

Part 2 - Pro rata issue – N/A

11 Is security holder approval required?

12	Is the issue renounceable or non-
	renounceable?
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

• See chapter 19 for defined terms.

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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

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 n/a +quotation is sought

• 39 +Class of +securities for which n/a quotation is sought

• 40 Do the[+] securities rank equally in n/a 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

• See chapter 19 for defined terms.

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41 Reason for request for quotation n/a now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

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.

[lodged electronically without signature]

Sign here: .................................................... Date: 29 July 2019 (Company Secretary)

Print name: Steven Wood

== == == == ==

• See chapter 19 for defined terms.

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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 placement capacity is calculated

==> picture [404 x 383] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 355,253,312
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 3 August 2018 – exercise of options -
1,375,000
• Number of fully paid [+] ordinary
securities issued in that 12 month 9 August 2018 – Long Lake and Panache
period under an exception in rule 7.2 Option Agreement – 400,000 shares
(ratified at 2018 AGM)
• Number of fully paid [+] ordinary
securities issued in that 12 month 1 March 2019 – Munarra Gully – 2,948,084
period with shareholder approval (ratified GM 17/7/2019)
• Number of partly paid [+] ordinary 18 April 2019 – Share Placement -
securities that became fully paid in that 25,814,645 (ratified GM 17/7/2019)
12 month period
26 July 2019 – Director Placement –
Note: 2,181,812 (approved GM 17/7/2019)
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 387,972,853
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	58,195,928
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	22 July 2019 – AIC Placement Commitment – 4,166,667 – to be issued within 30 days of Lamil Project EJVA becoming unconditional 26 July 2019 – Long Lake and Panache Option Agreement stage 2 – 400,000 shares
“C”	4,566,667
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	58,195,928
Subtract“C” Note: number must be same as shown in Step 3	4,566,667
Total[“A” x 0.15] – “C”	53,629,261 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	58,195,928
Note: number must be same as shown in
Step 2
Subtract“C”	4,566,667
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	53,629,261
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	387,972,853
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	38,797,285
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities 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 with in 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.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	38,797,285
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	38,797,285 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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