RUMBLE RESOURCES LIMITED — Governance Information 2020

Sep 29, 2020

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
Rumble Resources Limited
ABN/ARBN		Financialyear ended
74 148 214 260		30 June 2020

Our corporate governance statement[2] for the above period above can be found at:[3]

these pages of our annual report:

or

• ✓ this URL on our website:

http://www.rumbleresources.com.au/corporate_governance.php

The Corporate Governance Statement is accurate and up to date as at 30 June 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date here: 29 September 2020

Company Secretary Print name: Steven Wood

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
	1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ✓ at this location: http://www.rumbleresources.com.au/corporate_governance.php Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
	1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
	1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable

2

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”,as defined in and	… the fact that we have a diversity policy that complies with paragraph (a): in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and a copy of our diversity policy or a summary of it: ✓ at this location: http://www.rumbleresources.com.au/corporate_governance.php Insert location here … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: in our Corporate Governance StatementOR at this location: ______ _Insert location here … and the information referred to in paragraphs (c)(1) or (2): in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable

3

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	published under that Act.
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ✓ in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and the information referred to in paragraph (b): ✓ in our Corporate Governance StatementOR at this location: ______ _Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ✓ in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and the information referred to in paragraph (b): ✓ in our Corporate Governance StatementOR at this location: ______ _Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable

4

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
	2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and a copy of the charter of the committee: at this location: http://www.rumbleresources.com.au/corporate_governance.php Insert location here … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: ______ _Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
	2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable

5

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ✓ in our Corporate Governance StatementOR at this location: ______ Insert location here_ … where applicable, the information referred to in paragraph (b): ✓ in our Corporate Governance StatementOR at this location: ______ _Insert location here … the length of service of each director: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	an explanation why that is so in our Corporate Governance StatementOR the fact that we follow this recommendation: in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable

6

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
	PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
	3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ✓ in our Corporate Governance StatementOR at this location: http://www.rumbleresources.com.au/corporate_governance.php _______ Insert location here	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
	4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and a copy of the charter of the committee: ✓ at this location: http://www.rumbleresources.com.au/corporate_governance.php Insert location here … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: ______ _Insert location here	✓ an explanation why that is so in our Corporate Governance Statement

7

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	those meetings;OR (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable

8

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
	5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
	6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ✓ at this location: http://www.rumbleresources.com.au/corporate_governance.php Insert location here	an explanation why that is so in our Corporate Governance Statement
	6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement
	6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
	6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement

9

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 7– RECOGNISE AND MANAGE RISK
	7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and a copy of the charter of the committee: at this location: ______ _Insert location here … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: in our Corporate Governance StatementOR at this location: ______ _Insert location here	✓ an explanation why that is so in our Corporate Governance Statement
	7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation: in our Corporate Governance StatementOR at this location: _________ Insert location here	✓ an explanation why that is so in our Corporate Governance Statement

10

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs;OR (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: in our Corporate Governance StatementOR at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ✓ in our Corporate Governance StatementOR at this location: ______ _Insert location here	✓ an explanation why that is so in our Corporate Governance Statement
	7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement
	PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
	8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee;	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): in our Corporate Governance StatementOR at this location: ______ Insert location here_ … and a copy of the charter of the committee: at this location: ______ _Insert location here	✓ an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable

11

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	… and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementOR at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ✓ in our Corporate Governance StatementOR at this location: ______ _Insert location here
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ✓ in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance StatementOR we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR we are an externally managed entity and this recommendation is therefore not applicable

12

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
	-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement
	-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: in our Corporate Governance StatementOR at this location: _________ Insert location here	an explanation why that is so in our Corporate Governance Statement

13

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

The Directors (the “Board”) of Rumble Resources Limited (“Rumble” or “the Company”) are committed to the implementation of the highest standards of corporate governance. In determining what these standards should be, the Board references guidance and supports, where appropriate the Corporate Governance Principles and Recommendations with 2014 amendments (3rd Edition) (3rd Edition Recommendations or ASX Recommendations”) established by the ASX Corporate Governance Council (the “Council”)

This statement outlines the key aspects of Rumble Resources’ governance framework and practices. The charters, policies and procedures are reviewed regularly and updated to comply with the law and best practice. This statement contains specific information and discloses the extent to which the Company intends to or is able to follow the 3rd Edition Recommendations. The charters and policies of the Company can be viewed on the Company’s website http://www.rumbleresources.com.au/corporate_governance.php .

The Council’s recommendations are not prescriptive and, if certain recommendations are not appropriate for the Company given its circumstances, it may elect not to adopt that particular practice in limited circumstances. The Company believes that during the reporting period ended 30 June 2020 its practices are largely consistent with those of the 3rd Edition Recommendations and where they do not follow a recommendation this statement identifies those that have not been followed and details reason for the non-adherence. Even where there is deviation from the recommendations the Company continues to review and update its policies and practices in order that it keeps abreast of the growth of the Company, the broadening of its activities, current legislation and good practices.

The Corporate Governance Principles and Recommendations with 2014 amendments are:

1. Lay solid foundations for management and oversight

2. Structure the Board to add value

3. Promote ethical and responsible decision making

4. Safeguard integrity in financial reporting

5. Make timely and balanced disclosure

6. Respect the rights of the shareholders

7. Recognise and manage risk

8. Remunerate fairly and responsibility

The Corporate Governance statement reports on the main practices of Rumble Resources as at 30 June 2020 and has been approved by the Board.

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 1

Lay solid foundations for management and oversight

Role of the Board

The Board is responsible for guiding and monitoring Rumble Resources Limited (and its controlled entities) on behalf of the members by whom they are elected and to whom they are accountable. Given the size of the Company and the Board, the Board undertakes an active role in the management of the Company.

The Board is ultimately responsible for and has the authority to determine all matters relating to the strategic directions, policies, practices, establishing goals for management and the operation of the Company.

The Board’s role and the Company’s Corporate Governance practices are continually being reviewed and updated to reflect the Company’s circumstances and growth. The Board has adopted a Charter which sets out the responsibilities of the Board and its structure and governance, as well as the matters expressly reserved for the Board and those delegated to management. A copy of the Charter is available on the Company’s website.

The Board is responsible for determining the strategic direction and objectives of the Company and overseeing management’s achievements against these.

The Board has the responsibility of executives such as a Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) (or their equivalent) and the Company Secretary, as applicable. The Board is also responsible for approving and monitoring the progress of major capital expenditure, capital raising and management, acquisition and divesture of Company assets.

(ASX Recommendation 1.1)

Structure of the Board

The Board currently comprises of four Directors. Details of the Directors who have office during the year under review are:

Name of Director	Independent	Skill	Date of appointment
Shane Sikora	No – Managing Director	Commercial, Management, Business Development, Finance (markets)	CEO: 18 July 2013 – 14 August 2015 MD: 14 August 2015 onwards
Matthew Banks	Yes – Non-Executive Director	Corporate Finance/Marketing	14 January 2011
Michael Smith	Yes – Non-Executive Director	Accountant/Commercial/Governance	31 January 2011
Brett Keillor	No – Technical Director	Geology, Health and Safety	24 November 2016

(ASX Recommendation 2.2 & 2.3)

The Company is guided by the board for the selection, nomination and appointment of Directors. As part of this process the Board ascertain the qualifications and experience that a potential candidate possesses. Background checks, as appropriate are carried out before a person is appointed by the Board. Prior to the Annual General Meeting, the Board determines the suitability of a Director for re-election with reference to the outcome of annual Board performance reviews and any other relevant matters. Sufficient background information including biographical details and other directorships is provided in the Annual Report and/or the Notice of Meeting in order for shareholders to inform themselves of potential candidates and their independency.

(ASX Recommendation 1.2)

The Managing Director, Executive Director and Company Secretary of the Company have written agreements with the Company which sets out their key terms and conditions of their appointment. Given the size of the Company at this stage and the experience and skills that the non-executive directors’ possess, the Board has not updated the agreements with the non-executive directors since the Company’s IPO in 2011.

(ASX Recommendation 1.3)

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Company Secretary

The Company Secretary is directly accountable to the Board through the Managing Director, who the Company Secretary has direct contact and line of reporting to, as the Company currently does not have a chairman through which he can be accountable. The Company Secretary is responsible for advising the Managing Director and the Board to manage the governance framework of the Company. The responsibilities of the Company Secretary are contained in the Charter which is available on the Company’s website.

(ASX Recommendation 1.4)

Diversity Policy

The Company has a Diversity Policy that can be found on the Company’s website.

As the Company has a small number of staff, the Board does not believe that any benefit would be obtained in setting measurable objectives for achieving gender diversity and has not done so. Neither is the Company a ‘relevant employer’ under the Workplace Gender Equality Act.

(ASX Recommendation 1.5)

Annual Review

The Board as a group is responsible to conduct at least an annual, or as necessary, a review of the performance of key executives, both qualitative and quantitative measures will be used consistent with performance targets set annually by the Board in consultation with the respective executive. The Directors will report to the Board on the performance and the Board will then consider any changes to remuneration and the establishment of any new performance targets.

(ASX Recommendation 1.6)

The Directors conducted an executive management review during the year under review. The Company’s Nomination Committee Charter is available on the Company’s website.

(ASX Recommendation 1.7)

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 2

Structure of the Board to add value

The names of the Directors at the date of this report, or throughout the year and their qualifications are set out in the section of the Annual Report headed ‘Directors Report’.

The size and composition of the Board is determined to provide the Company with a broad base of industry, business, technical, administrative, financial and corporate skills considered necessary to achieve the strategic objectives of the Company.

The Board considers that the independence of Directors is based on their capacity to put the best interest of the Company and its shareholders ahead of all other interests, so that Directors are capable of exercising objective independent judgement.

The Board has regard to the potential for conflict of interest, whether actual or perceived when evaluating vacancies to be filled and the extent or materiality of these in the ongoing assessment of a director’s independence. The Board is of the view that the existence of one or more of the relationships as defined the 3rd Edition will result in the Director not being classified as independent and the Company will seek to implement additional safeguards to ensure independence.

ASX Recommendation 2.4 requires a majority of the Board to be independent i.e. a non-executive director who is not a member of management and free from any business or other relationship that could materially interfere with the independence of the judgment of a director. Based on this definition Mr. Sikora could not be considered independent by virtue of him being an executive or officer of the Company. Mr Brett Keillor, Technical Director, is also not considered independent by virtue of him being an executive of the company. The balance of the Board, being 2 non-executive directors or 50% of the board, are considered independent, and thus a majority of the Board is not independent.

Notwithstanding the 3rd Edition Recommendations are not strictly followed, the Board believes that given the history of the Company and the formation of the Board reflects certain founding members, it is not practical at this stage to have a majority of independent Directors or an independent Chairman. Therefore, the Board takes the view that the interests of the Shareholders are best served with the present composition of the Board and has resolved that the situation will be monitored as the operations of the Company evolve and appointment of independent Directors and an independent chairman as the necessity and opportunities arise.

(ASX Recommendation 2.5)

Each Director is required to disclose any interest which might create a potential conflict of interest with his duties as director, or which would affect his independence. Directors are appointed in accordance with the Constitution of the Company and are appointed for a period of 3 years until the third annual general meeting following the appointment. Any Director appointed by the Board during the year stands for re-election at the next annual general meeting.

Given the size of the Company there is no formal induction process for new directors. Rather any new Director will be provided with a personalised induction which will be dependent upon the skills, experience and knowledge of the Company that the new Director may possess. A new Director induction will include meetings with management and the provision of the Company’s policies and procedures.

(ASX Recommendation 2.6)

Neither has the Company established a Nomination and Remuneration Committee to review Board membership. Due to the size of the Company this does not comply with ASX Recommendation 2.1. The Board takes the view that the interests of the Shareholders are best served with the Board, as a whole fulfilling the role of the Nomination Committee and completing an annual informal review of the structure of the Board, and has resolved that the situation will be monitored as the operations of the Company evolve and the formation of a Nomination and Remuneration Committee will be implemented as the necessity and opportunity arises.

(ASX Recommendation 2.1)

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 3

Act ethically and responsibly

Charter

The Board operates in accordance with the broad principles set out in the Charter, which is reviewed and updated by the Board on an annual basis and available on the Company’s website. It has also adopted a written Code of Conduct which establishes guidelines for its conduct. The purpose of the Code of Conduct is to ensure that Directors, officers, employees and contractors act honestly, responsibly, legally and ethically and in the best interest of the Company.

Code of Conduct

The code of conduct aims to encourage the appropriate standards of conduct and behaviour of directors, officers, employees and contractors of the company.

They are expected to act with integrity and objectively, striving at all times to enhance the reputation and performance of the Company. In general, the Company requires that each must comply with all laws and regulations. This includes understanding the laws and regulations relevant to their work and complying with the legal requirements of the jurisdiction in which the Company operates.

They should not engage in activities or hold or trade assets that involve, or could appear to involve, a conflict between their personal interest and the interests of the Company. The practices of the Board are aimed at promoting ethical and responsible decision making. The Board strives for good corporate governance and industry’s best practice. It specifically requires that:

• Employees of the Company act honestly, in good faith and in the best interests of the Company:

• Employees have a duty to use due care and diligence in fulfilling the functions of their position and exercising the powers attached to their employment:

• Employees must recognise that their primary responsibility is to the Company’s stakeholders:

• Employees must not take advantage of their position for personal gain, or the gain of their associates:

• Directors have an obligation to be independent and unbiased in their judgements:

• Confidential information received by employees in the course of the exercise of their duties remains the property of the Company. Confidential information can only released or used with specific permission of the Company ; and

• Employees have an obligation to comply with the spirit as well as the letter of the law and with the principles of this code.

(ASX Recommendation 3.1)

Conflicts of interest

Directors and employees must keep the Board advised on an ongoing basis, of any interest that may lead to a conflict with the interests of the Company. Where the Board believes that there is a significant or material conflict, the Director or employee concerned shall be excluded from all discussions and access to documents, including Board papers and the like, and shall not be present at any Directors meeting during the consideration or vote on such a matter.

Independence of Professional Advice

The Board has determined that individual Directors have the right to seek independent professional advice in connection with any of their duties and obligations as Director of the Company. If appropriate any advice received will be made available to the full Board. No member of the Board availed themselves of this entitlement during the year.

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 4

Safeguard, integrity in corporate reporting

Committees

Audit and Remuneration and Nomination.

Given the size of the Company, the Board considers it inappropriate and costly to delegate responsibilities to various Board Sub Committees and is, therefore, not in compliance with ASX Recommendation 4.1 However, procedures have been implemented that the Board considers adequate to fulfil the tasks of these committees if they had have been formed.

• Audit

Every Director is entitled to seek a one on one private discussion with the audit partner and/or staff of the Company’s auditor:

The audit partner may request and receive a one on one meeting with any director of the Company at any time:

The audit partner is invited to attend a meeting of directors prior to the signing of half yearly and full year financial accounts and discuss any matter considered to be appropriate:

Prior to the approval of financial statements within a reporting period, the Board requires the Managing Director and Chief Financial Officer to confirm, in writing, that

• the financial records of the company have been properly maintained in accordance with section 286 of the Corporations Act 2001;

• the financial statements and notes comply with the Accounting Standards; and

• the financial statements and notes give a true and fair view.

The external auditor is required to attend the Annual General Meeting and make himself available to answer questions from the stakeholders.

• Remuneration and Nomination

• The Board oversees the remuneration taking into consideration economic factors and industry trends. Management may nominate a prospective employee, if and when required. Upon receiving a detailed C.V. and conducting independent third party checks and confirmations. The Board has the responsibility of accepting or declining the appointment of an employee.

(ASX Recommendation 4.1, 4.2 & 4.3)

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 5

Timely and balanced disclosure

The ASX defines continuous disclosure in its Listing Rules as “the timely advising of information to keep the market informed of events and developments as they occur”. ASX Listing Rules and the Corporations Act require that the Company discloses to the market matters which a reasonable person would expect to have a material effect on the price or value of the Company’s securities.

The Company has a written Continuous Disclosure Policy that is designed to meet market best practice, ensuring that all interested parties have an equal opportunity to obtain information which is issued by the Company. It is the Company’s policy for the immediate reporting of any matter which could potentially have a material effect. The Managing Director is responsible for monitoring information which could be price sensitive, liaising with the Company Secretary to make an initial assessment and forwarding to the Board for confirmation of disclosure of such information. The Managing Director monitors daily activity to ascertain what matters should be considered for disclosure and as soon as a matter is considered appropriate for disclosure the Managing Director notifies the Company Secretary. It is noted that the Company must not delay in giving this information to ASX. Therefore, if not all Directors are immediately available, the Company Secretary is authorised to lodge such information upon receiving the majority of Directors’ approval.

It is also the Company’s policy that price sensitive information will be disclosed, in the first instance to ASX, and then to others. Material information must not be selectively disclosed e.g. to analysts, the media or shareholders, prior to being announced to ASX. The policy is available on the Company’s website.

The Company also uses its website http://www.rumbleresources.com.au/ as a communication tool for distribution of the annual report, market announcements and media disclosures.

(ASX Recommendation 5.1)

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 6

Respect the rights of security holders

The Company keeps shareholders and other interested parties informed of performance and major developments via communications through its website. This includes details of the Governance framework adopted by the Company, including copies of the Corporate Governance Policies and Charters. The link is http://www.rumbleresources.com.au/corporate_governance.php

(ASX Recommendation 6.1)

The Company has a Shareholders and Communications Policy that outlines the process followed to ensure communication with shareholders and the investment community is effective, consistent and adheres to the principles of continuous disclosure.

(ASX Recommendation 6.2)

At every general or annual general meeting of shareholders, time is set aside for any shareholder to direct a question to any director. If the Chairman of the meeting is of the opinion that the question is one which cannot rightfully be put before the meeting, then immediately after the meeting is closed such questions are addressed in a general forum.

(ASX Recommendation 6.3)

In addition the website contains a function to allow interested parties to subscribe to receive electronic notification of public releases and other relevant material concerning the Company and its activities. (ASX Recommendation 6.4)

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 7

Recognise and manage risk

Given the size of the Company, the Board has not established a risk committee nor does it have an internal audit division. This is not in accordance with the 3rd Edition Recommendation 7.1 and 7.3. Rather the Board is responsible for the Company’s risk management. The responsibility and control of risk management is overseen by the Board, with matters delegated to the appropriate level of management within the Company. The Company Secretary is responsible for assuring the systems are maintained and complied with.

The mitigation and management of financial and operational risks are Board agenda items on a regular basis. The Managing Director and Company Secretary reports to the Board whether the Company’s assets are at physical or financial risk.

The Board oversees an ongoing assessment of the effectiveness of risk management and internal compliance and control:

The responsibility for undertaking and assessing risk management lays with the Board, which is required to review efficiency and effectiveness of risk management on a regular basis and comparing against industry standards:

The risk profile of the Company includes both financial and non-financial factors including material risks arising from operational efficiency, exploration best practice and compliance with State and Federal environmental rehabilitation laws.

The Company undertakes mineral exploration activities and as such faces inherent risks to its business, including economic, environmental, financial and social sustainability risks which may materially impact the Company’s ability create or preserve value for shareholders over the short, medium or long term. The Board keeps itself informed of possible material exposure to risk that the Company may face.

(ASX Recommendation 7.4)

Company personnel and contractors are required to attend risk meetings as and when required, especially if site visits are contemplated. The core importance to the Company is safety, which it considers a priority not only in respect to its employees and contractors but also to the community and the environment in which it operates. The Company is of the opinion that if these matters are priorities then they will act as drivers for value to shareholders. The Company has a comprehensive health and safety policy manual.

During the year under review, the Company did not formally review its risk management framework. This is not in accordance with the 3rd Edition Recommendation 7.2. It is anticipated that a review of the risk management framework will be completed in 2020. Management and the Board manage risk on a daily basis and are cognisant of risk at all times.

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2020

Principle 8

Remunerate Fairly and Responsibly

The Board has not established a Nomination or Remuneration Committee. This is not in accordance with the 3rd Edition Recommendation 8.1.

Given the size of the Board, the Directors have determined that it is neither efficient, nor viable to have a majority of independent directors forming the Committee. Nor does the Board believe that any advantage would be achieved at this juncture taking into account the size of the Company and the Board to have a separately constituted Remuneration Committee to carry out this function.

ASX Listing Rules and the Constitution require that the maximum aggregate amount of remuneration to be allocated among the non-executive Directors be approved by the shareholders in general meeting. In proposing the maximum amount of consideration by shareholders, and in determining the allocation, the Board, as a whole, take into account the time demands made on Directors, and such factors as fees paid to non-executive Directors in comparable Australian companies. The remuneration and benefits of Directors and Senior Management are disclosed in the Annual Report in the section entitled ‘Directors Report’

(ASX Recommendation 8.2)

There are no termination and retirement benefits to non-executive directors other than statutory superannuation

entitlements.

The remuneration of non-executive and executive directors is contained in the 2020 Annual Report and a copy of

the Remuneration & Nomination Committee Charter is available on the Company’s website.

The Company has an equity based remuneration scheme, and no shares have been issued to any Director within the financial year under review. The Company’s Policy for Trading in the Company’s Securities does not specifically prohibit Directors entering into transaction or agreements which would limit the economic risk of unvested entitlements.

(ASX Recommendation 8.3)

Dealings in the Company’s Securities do need to be firstly approved by the Company Secretary. The Company is in the process of reviewing the Policy in light of recent changes to the ASX Guidance Note on the issue and it is expected that the revised Policy will restrict participants of any scheme from entering into such arrangements.