RUMBLE RESOURCES LIMITED — Capital/Financing Update 2023

Aug 13, 2023

14[th] August 2023

$11.1m Capital Raising to Advance Earaheedy Zn-Pb-Ag Project

Highlights

• Firm commitments received for $8.1m via an Institutional placement, with support from current and new prominent institutional and sophisticated investors

• Share Purchase Plan (“SPP”) to eligible shareholders in Australia and New Zealand to raise up to $3.0m, on same terms as placement

• Company well-funded to advance the Earaheedy Zn-Pb-Ag Project including:

Rumble Resources Ltd

Level 1, 16 Ord Street, West Perth, WA 6005 T +61 8 6555 3980 F +61 8 6555 3981

rumbleresources.com.au

ASX RTR

• Drilling - Discovery and expansion of near surface open pittable deposits

Executives & Management

• Drilling - Targeting high grade MVT deposits at depth

• Drilling - DMS/Ore sorting/Flotation testwork and updated mineral resource estimate

• Project Evaluation – DMS/Ore sorting and initial scoping studies

Rumble Resources Ltd (ASX: RTR) (“ Rumble ” or the “ Company ”) is pleased to announce a $11.1m capital raising comprising of a strongly supported $8.1m placement and up to $3.0m Share Purchase Plan.

Managing Director, Shane Sikora commented “The Company is pleased on the support level of current shareholders and welcomes new institutional and sophisticated investors to the register.”

“The Company is well funded to continue to advance the Earaheedy Project. The upcoming phases of drilling will focus on resource extensions and new discoveries, whilst DMS/Ore sorting and initial scoping studies will occur in parallel with the exploration campaign.”

“The sheer scale, optionality, location and extraordinary growth potential of Earaheedy could see the Project stamp itself as a world class, multi decade asset and play a key role in the global renewable energy transition.”

Mr Shane Sikora Managing Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith Non-executive Director

Mr Geoff Jones Non-executive Director

Mr Peter Venn Non-executive Director

Mr Brett Keillor Head of Technical

Mr Steven Wood Company Secretary

Capital Raising

The capital raising consists of a placement to raise approximately $8.1m via the issue of 60,000,012 new ordinary fully paid shares (“ Placement ”) to existing and new institutional and sophisticated investors, and a share purchase plan (“ SPP ”) to existing eligible shareholders in Australia and New Zealand to raise up to $3.0m (subject to the Board's discretion to accept oversubscriptions). The Placement and SPP are together referred to as the “ Capital Raising” . The offer price per new share to be issued under the Placement and the SPP is $0.135 (“ Offer Price ”).

Shares issued under the Placement and SPP will rank equally with existing shares on issue. Directors intend to participate in the Placement for up to $326,500 in total, subject to shareholder approval.

Wilsons Corporate Finance Limited acted as Sole Lead Manager to the Placement.

1

==> picture [82 x 72] intentionally omitted <==

Placement shares will be issued within the Company’s existing ASX Listing Rule 7.1 capacity. Approximately 54,618,529 of the Placement shares are anticipated to be allotted on Friday 18th August 2023 and 2,962,963 Placement shares ($400,000) are anticipated to be allotted in approximately four weeks. The 2,418,519 Placement Shares to be issued to the Directors are subject to the receipt of shareholder approval, which is intended to be sought in September 2023.

Share Purchase Plan

In addition to the Placement, Rumble intends to undertake a SPP to raise up to $3.0m. Eligible shareholders, being those shareholders that are residents in Australia and New Zealand that held Rumble shares as at 7:00pm (AEST) on Friday, 11 August 2023, will be invited to participate in the SPP at the same issue price as the Placement ($0.135). The SPP will provide such shareholders with the opportunity to increase their holding by up to $30,000 of new shares at the same Offer Price as the Placement without incurring any brokerage or transaction costs.

The SPP recognises the ongoing support of Rumble’s shareholders. Rumble reserves the right to increase the size of the SPP or to scale back applications in its absolute discretion.

Further information in relation to the SPP, including the SPP terms and conditions, will be set out in the SPP offer booklet (“ SPP Booklet ”). Existing shareholders wishing to participate in the SPP should carefully read the SPP Booklet (and accompanying application form) which is expected to be lodged with the ASX and dispatched on Friday, 18 August 2023. A copy of the SPP Booklet will also be available on the ASX website.

SPP application forms and payments need to be received by Rumble’s share registry by no later than 5pm (AEST) on Thursday, 31 August 2023.

The Company has applied to ASX for a waiver of Listing Rules 7.1 and 10.11 to permit the SPP to be undertaken at a discount greater than 20% of the 5-day VWAP. If the waivers are not granted, the SPP will be conditional on shareholder approval.

Indicative timetable[1]

Key event	Date
Record date for SPP	11 August 2023
Issue of placement shares, dispatch of SPP offer documentationand SPP offer period opens	18 August 2023
SPP offer closing date	31 August 2023
SPP completion announcement and issue of SPP shares	7 September 2023
SPP shares commence trading	8 September 2023
EGM to approve issue of director shares	Expected to occur in September 2023

1 The above timetable is indicative only. The Company may vary any of the above dates without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable law. Any change in the timetable does not affect the rights or obligations an investor or shareholder has as a result of accepting an allocation in the Placement or SPP.

Authorisation

This announcement is authorised for release by Shane Sikora, Managing Director of the Company.

-Ends-

For further information visit rumbleresources.com.au or contact info@rumbleresources.com.au.

2

==> picture [82 x 72] intentionally omitted <==

About Rumble Resources Ltd

Rumble Resources Limited is an Australian based ASX Listed exploration company focussed on rapidly advancing the Emerging World Class Zinc-Lead-Silver discovery at the Earaheedy Project located in Western Australia.

Forward Looking Statements

This announcement may contain forward-looking information, including forward looking information within the meaning of Canadian securities legislation and forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, forward- looking statements). These forward-looking statements are made as of the date of this report and Rumble Resources Limited (the Company) does not intend, and does not assume any obligation, to update these forward-looking statements. Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events and include, but are not limited to: the impact of the discovery on the Earaheedy Project’s capital payback; the Company’s strategy; the estimated timing of drilling at the Earaheedy Project; the Company’s intended activities at the Earaheedy Project; and the success of future mining operations.

In certain cases, forward-looking statements can be identified by the use of words such as, “affords”, “anticipates”, “believe”, “considered”, “continue”, “could”, “establishes”, “estimate”, “expected”, “future”, “interpreted”, “likely”, “looking”, “may”, “open”, “plan” or “planned”, “potential”, “robust”, “targets”, “will” or variations of such words and phrases or statements that certain actions, events or results may, could, would, might or will be taken, occur or be achieved or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Such factors may include, among others, risks related to actual results of current or planned exploration activities; whether geophysical and geochemical anomalies are related to economic mineralisation or some other feature; obtaining appropriate access to undertake additional ground disturbing exploration work at the Earaheedy Project; the results from testing various anomalies; results of metallurgical test work Including results from other zones not tested yet, scaling up to commercial operations; changes in project parameters as plans continue to be refined; changes in exploration programs and budgets based upon the results of exploration, changes in commodity prices; economic conditions; grade or recovery rates; political and social risks, accidents, labour disputes and other risks of the mining industry; delays or difficulty in obtaining governmental approvals, necessary licences, permits or financing to undertake future mining development activities; changes to the regulatory framework within which Rumble operates or may in the future; movements in the share price of investments and the timing and proceeds realised on future disposals of investments, pandemic and other force majeure events, as well as those factors detailed from time to time in the Company’s interim and annual financial statements, all of which are filed and available for review at asx.com.au and the Company’s website.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Disclaimer

This report contains certain forward-looking statements and forecasts, including possible or assumed reserves and resources, production levels and rates, costs, prices, future performance or potential growth of Rumble Resources Ltd, industry growth or other trend projections. Such statements are not a guarantee of future performance and involve unknown risks and uncertainties, as well as other factors which are beyond the control of Rumble Resources Ltd. Actual results and developments may differ materially from those expressed or implied by these forward looking statements depending on a variety of factors. Nothing in this report should be construed as either an offer to sell or a solicitation of an offer to buy or sell securities. This document has been prepared in accordance with the requirements of Australian securities laws, which may differ from the requirements of United States and other country securities laws. Unless otherwise indicated, all ore reserve and mineral resource estimates included or incorporated by reference in this document have been, and will be, prepared in accordance with the JORC classification system of the Australasian Institute of Mining, and Metallurgy and Australian Institute of Geoscientists.

3