RUMBLE RESOURCES LIMITED — Capital/Financing Update 2024

May 28, 2024

Appendix 3B - Proposed issue of securities

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Update Summary Entity name RUMBLE RESOURCES LIMITED Announcement Type Update to previous announcement Date of this announcement 29/5/2024 Reason for update to a previous announcement Update to Underwriting for Director Peter Venn Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

RUMBLE RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

148214260

1.3 ASX issuer code

RTR

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Update to Underwriting for Director Peter Venn

1.4b Date of previous announcement to this update

27/5/2024

1.5 Date of this announcement

29/5/2024

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

RTR : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

RTR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

1 10

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Appendix 3B - Proposed issue of securities

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What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	73,039,427
whole number
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.04000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
Describe the limits on over-subscription to be applied by the Company in its absolute discretion.
Will a scale back be applied if the offer	is over-subscribed?
Yes
Describe the scale back arrangements Scale back to be applied by the Company in its absolute discretion.
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes

Part 3C - Timetable

3C.1 +Record date

21/5/2024

3C.2 Ex date

20/5/2024

3C.4 Record date

21/5/2024

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

24/5/2024

3C.6 Offer closing date

14/6/2024

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3C.7 Last day to extend the offer closing date 11/6/2024 3C.9 Trading in new +securities commences on a deferred settlement basis 17/6/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 21/6/2024 3C.12 Date trading starts on a normal T+2 basis 24/6/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 26/6/2024 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Wilson Advisory 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Management Fee of 2% of Entitlement Offer Proceeds (excluding GST) and on the Shortfall Settlement a Management Fee of 2% and Selling Fee of 4% of Proceeds (excluding GST) 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Partially Underwritten by Director Peter Venn 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? $36,000 (900,000 shares) 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Nil 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Termination events as set out in the Offer Document lodged with the ASX on the 24 May 2024, refer section 6.1. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes 3E.2e (i) What is the name of that party? Peter Venn 3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)? Partially Sub-underwriting $36,000

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3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer corporate fees of approx $50k

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds will be used to finalise workstreams required to support pan exploration and drilling campaign at the Western Queen Gold Deposit and Wardawarra Lithium Project and Metallurgical studies, scoping studies and Earaheedy Zinc project .

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue All other Countries except Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://rumbleresources.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

N/a

3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description RTR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

27,502,025

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.04000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

16/5/2024

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

27,502,025

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Wilsons Corporate Finance Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management Fee of 2% of Proceeds (excluding GST) and a Selling Fee of 4% of Proceeds (excluding GST)

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds will be used to finalise workstreams required to support pan exploration and drilling campaign at the Western Queen Gold Deposit and Wardawarra Lithium Project and Metallurgical studies, scoping studies and Earaheedy Zinc project .

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7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

N/a

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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