RUMBLE RESOURCES LIMITED

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ABN 74 148 214 260

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth, Western Australia on 25 June 2013 at 11.00am (WST)

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9480 0111.

ABN 74 148 214 260

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Rumble Resources Limited ( Company ) will be held at Bentleys, Level 1, 12 Kings Park Road, West Perth, Western Australia (WST) on 25 June 2013 at 11.00am ( Meeting ).

The Explanatory Statement to this Notice of General Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 5.00pm (WST) on 23 June 2013.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. Resolution 1 – Ratification of prior issue of Shares under Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 5,860,100 Shares at $0.045 each per Share to raise $263,705 to professional and sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any associates of those persons.

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval for the issue of Options under Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue 2,930,050 Options to professional and sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the Placement and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Approval for the issue of Options to Brokers

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 4,000,000 Options to Brokers or their nominees on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Broker (or its nominee) (and any of its associates) and any person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Ratification of prior issue of Shares to Mr Scott Wilson

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 400,000 Shares at a deemed issue price of $0.125 each per Share to Mr Scott Wilson on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Scott Wilson and any of his associates.

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Ratification of prior issue of Shares to Ms Donna Harvey and Staple Elements Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 20,000 Shares in total at $0.21 each per Share to raise $4,200 to Ms Donna Harvey and Staple Elements Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Ms Donna Harvey and Staple Elements Pty Ltd and any of their associates.

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 6 – Ratification of prior issue of Options to Ms Donna Harvey and Staple Elements Pty Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 9,996 Options in total to Ms Donna Harvey and Staple Elements Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Ms Donna Harvey and Staple Elements Pty Ltd and any of their associates.

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 24 MAY 2013

BY ORDER OF THE BOARD

DAVID PALUMBO COMPANY SECRETARY RUMBLE RESOURCES LIMITED

RUMBLE RESOURCES LIMITED

A B N 7 4 1 4 8 2 1 4 2 6 0

EXPLANATORY STATEMENT

1. Introduction

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 11.00am (WST) on 25 June 2013, at Bentleys, Level 1, 12 Kings Park Road, West Perth, Western Australia.

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Statement is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

This Explanatory Statement includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3	Resolution 1 – Ratification of prior issue of Shares under Placement
Section 4:	Resolution 2 – Approval for the issue of Options under Placement
Section 5:	Resolution 3 – Approval for the issue of Options to Brokers
Section 6:	Resolution 4 – Ratification of prior issue of Shares to Mr Scott Wilson
Section 7:	Resolution 5 – Ratification of prior issue of Shares to Ms Donna Harvey and Staple Elements Pty Ltd
Section 8:	Resolution 6 – Ratification of prior issue of Options to Ms Donna Harvey and Staple Elements Pty Ltd
Section 9:	Glossary

A Proxy Form is located at the end of the Explanatory Statement.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Statement carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint only two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3. Resolution 1 – Ratification of prior issue of Shares under Placement

3.1 Background

On 20 May 2013, the Company issued 5,860,100 Shares to sophisticated and professional investors at an issue price of $0.045 each per Share plus 1 free-attaching listed Option (exercisable at $0.08 each on or before 30 June 2015) for each 2 Shares subscribed for to raise $263,705 ( Placement ).

The Company is seeking Shareholder ratification for the prior issue for these Shares.

3.2 General

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

3.3 Listing Rule 7.4

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.4 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

By ratifying the issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 1 is an ordinary resolution.

3.4 Specific information required by Listing Rule 7.5

For the purposes of Shareholder ratification of the issue of the Shares issued under the Placement to professional and sophisticated investors and the requirements of Listing Rule 7.5, information is provided as follows:

(a) the Company allotted and issued 5,860,100 Shares on or around 20 May 2013;
(b) the issue price was $0.045 each per Share;
(c) the Shares were allotted and issued to sophisticated and professional investors who were not Related Parties of the Company;
(d) the Shares were fully paid ordinary shares in the capital of the Company and rank pari-passu with the Company's current issued capital;
(e) the funds raised from the issue of the Shares will be utilised for the Company's exploration program for the Derosa Project in Burkina Faso and for general working capital; and
(f) a voting exclusion statement is included in the Notice.

4. Resolution 2 – Approval for the issue of Options under Placement

4.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 2,930,050 listed Options exercisable at $0.08 on or before 30 June 2015 to sophisticated and professional investors under the Placement.

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

4.2 Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Directors to issue the Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

If Resolution 2 is not passed, the Options will be issued as soon as capacity is available under the Company's 15% annual placement capacity.

Resolution 2 is an ordinary resolution.

4.3 Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval for the issue of the Options under the Placement pursuant to Listing Rule 7.1:

(a) the maximum number of Options to be issued is 2,930,050;
(b) the Company proposes to issue all of the Options on the same date and as soon as possible after the date of the Meeting and in any event, no later than three months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(c) the Options will be issued as free attaching Options at a ratio of 1 Option for each 2 Shares subscribed for under the Placement;
(d) the Options will be exercisable at $0.08 each on or before 30 June 2015 and will be issued on the terms and conditions set out in Schedule 1;
(e) the Options will be allotted and issued to sophisticated and professional investors who participated in the Placement or intend to participate in the Entitlement Offer, none of whom are Related Parties of the Company;
(f) the funds raised from the Placement will be utilised for the Company's exploration program for the Derosa Project in Burkina Faso and for general working capital; and
(g) a voting exclusion statement is included in the Notice.

5. Resolution 3 – Approval for the issue of Options to Brokers

5.1 Background

The Company undertook a capital raising in May 2013, comprising the Placement and an entitlement offer of 1 new Share for every 2 Shares held at an issue price of $0.045 per Share together with 1 free attaching Option for every 2 new Shares subscribed for ( Entitlement Offer ). As an incentive to promote strong interest and participation in the Placement and Entitlement Offer, the Company has agreed to pay fees to certain stockbrokers and AFSL holders who provided or will provide services to the Company as part of the Placement and/or Entitlement Offer ( Brokers ), with such fees including an issue of Options.

5.2 General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 4,000,000 Options exercisable at $0.08 on or before 30 June 2015 to the Brokers (or their nominees).

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

5.3 Listing Rule 7.1

The effect of Resolution 3 will be to allow the Directors to issue the Options to the Brokers (or their nominees) during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

If Resolution 3 is not passed, the Options will be issued as soon as capacity is available under the Company's 15% annual placement capacity.

Resolution 3 is an ordinary resolution.

5.4 Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval for the issue of the Options to the Brokers pursuant to Listing Rule 7.1:

(a) the maximum number of Options to be issued to the Brokers (or their nominees) is 4,000,000;
(b) the Company proposes to issue the Options as soon as possible after the date of the Meeting and in any event, no later than three months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(c) the Options will be issued for nil cash consideration as they are being issued as a fee to brokers who provide services to the Company;
(d) the Options will be exercisable at $0.08 each on or before 30 June 2015 and will be issued on the terms and conditions set out in Schedule 1;
(e) none of the Brokers are a Related Party of the Company;
(f) no funds will be raised from the issue of the Options; and
(g) a voting exclusion statement is included in the Notice.

6. Resolution 4 – Ratification of prior issue of Shares to Mr Scott Wilson

6.1 Background

On 4 February 2013, the Company issued 400,000 Shares to Mr Scott Wilson at a deemed issue price of $0.125 each per Share as consideration for Mr Wilson's withdrawal from an option agreement to purchase the Bulong Project – M25/180.

The Company is seeking Shareholder ratification of the prior issue of these Shares.

6.2 General

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

6.3 Listing Rule 7.4

those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 4 is an ordinary resolution.

6.4 Specific information required by Listing Rule 7.5

For the purposes of Shareholder ratification of the issue of the Shares to Mr Wilson and the requirements of Listing Rule 7.5, information is provided as follows:

(a) the Company allotted and issued 400,000 Shares to Mr Wilson on or around 4 February 2013;
(b) the Shares were issued for nil cash consideration (but with a deemed issue price of $0.125 each per Share) as consideration for Mr Wilson's withdrawal from the option agreement to purchase the Bulong Project – M25/180;
(c) Mr Wilson is not a Related Party of the Company;
(d) the Shares were issued as fully paid ordinary shares in the capital of the Company and rank pari-passu with the Company's current issued capital;
(e) no funds were raised from the issue of the Shares; and
(f) a voting exclusion statement is included in the Notice.

7. Resolution 5 – Ratification of prior issue of Shares to Ms Donna Harvey and Staple Elements Pty Ltd

7.1 Background

On 13 November 2012, the Company issued 10,000 Shares each to Ms Donna Harvey and Staple Elements Pty Ltd at an issue price of $0.21 each per Share.

The Company is seeking Shareholder ratification of the prior issue of these Shares.

7.2 General

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

7.3 Listing Rule 7.4

those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 5 is an ordinary resolution.

7.4 Specific information required by Listing Rule 7.5

For the purposes of Shareholder ratification of the issue of the Shares to Ms Donna Harvey and Staple Elements Pty Ltd and the requirements of Listing Rule 7.5, information is provided as follows:

(a) the Company allotted and issued 10,000 Shares to Ms Donna Harvey and 10,000 shares to Staple Elements Pty Ltd on or around 13 November 2012;
(b) the issue price was $0.21 each per Share;
(c) Ms Donna Harvey and Staple Elements Pty Ltd are not Related Parties of the Company;
(d) the Shares were issued as fully paid ordinary shares in the capital of the Company and rank pari-passu with the Company's current issued capital;
(e) the funds raised from the issued Shares were utilised for general working capital purposes; and
(f) a voting exclusion statement is included in the Notice.

8. Resolution 6 – Ratification of prior issue of Options to Ms Donna Harvey and Staple Elements Pty Ltd

8.1 Background

On 13 November 2012, the Company issued 5,000 listed Options to Ms Donna Harvey and 4,996 listed Options to Staple Elements Pty Ltd. The Options are exercisable at $0.35 on or before 31 October 2015.

The Company is seeking Shareholder ratification of the prior issue of these Options.

8.2 General

The Board unanimously recommends that Shareholders vote in favour of Resolution 6.

8.3 Listing Rule 7.4

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to

Listing Rule 7.4 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 6 is an ordinary resolution.

8.4 Specific information required by Listing Rule 7.5

For the purposes of Shareholder ratification of the issue of the Options to Ms Donna Harvey and Staple Elements Pty Ltd and the requirements of Listing Rule 7.5, information is provided as follows:

(a) the Company issued 5,000 Options to Ms Donna Harvey and 4,996 Options to Staple Elements Pty Ltd on or around 13 November 2012;
(b) the Options were issued as free attaching Options at a ratio of 1 Option for every 2 Shares subscribed for under a placement;
(c) the Options are exercisable at $0.35 each on or before 31 October 2015 and were issued on the terms and conditions set out in Schedule 2;
(d) Ms Donna Harvey and Staple Elements Pty Ltd are not Related Parties of the Company;
(e) the funds raised from the issue of the Shares to which the Options were attached as free-attaching Options were utilised for general working capital purposes; and
(f) a voting exclusion statement is included in the Notice.

9. Glossary

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Broker has the meaning given to that term in Section 5.1.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Company means Rumble Resources Limited (ABN 74 148 214 260).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Entitlement Offer has the meaning given to that term in Section 5.1.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of this Notice.

Notice means this notice of general meeting.

Option means an option to acquire a Share.

Placement has the meaning given to that term in Section 3.1.

Related Party means a party so defined by section 228 of the Corporations Act.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time, being the time in Perth, Western Australia.

Schedule 1 – Terms and conditions of $0.08 listed Options

The Options entitle the holder ( Optionholder ) to subscribe for Shares on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price and Expiry Date

The Options have an exercise price of $0.08 ( Exercise Price ) and an expiry date of 30 June 2015 ( Expiry Date ).

(c) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

(d) Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

(e) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company.

(f) Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(g) Timing of issue of Shares

Within 15 Business Days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised the Company will allot and issue the Shares pursuant to the exercise of the Options.

(h) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(i) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing

Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.

(j)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price.

(k)

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(l)

Quotation of the Options

The Company will apply for quotation of the Options on ASX.

(m) Options Transferable

The Options are transferable.

(n)

Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

Schedule 2 – Terms and conditions of $0.35 listed Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price and Expiry Date

The Options have an exercise price of $0.35 ( Exercise Price ) and an expiry date of 31 October 2015 ( Expiry Date ).

(c)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

(d) Notice of Exercise

(e)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then shares of the Company.

(f)

Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(g)

Timing of issue of Shares

(h)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(i) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(j)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of an Option.

(k)

Adjustments for reorganisation

(l)

Quotation of the Options

The Company will apply for quotation of the Options on ASX.

(m) Options Transferable

The Options are transferable.

(n) Lodgement Instructions

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

PROXY FORM

The Company Secretary, Rumble Resources Limited

By delivery/post: Suite 5, Level 1, 26 Railway Road SUBIACO WA 6008 Australia

By facsimile:

+61 8 6555 3981

Name of Shareholder: Address of Shareholder: Number of Shares entitled to vote:

Please mark � to indicate your directions. Further instructions are provided overleaf.

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/we being Shareholder/s of the Company hereby appoint:

The Chairman OR if you are NOT appointing the Chairman as your (mark box) � proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the general meeting of the Company to be held at Bentleys, Level 1, 12 Kings Park Road, West Perth, Western Australia on 25 June 2013 at 11.00am (WST), as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit).

If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is [ ]% of the Shareholder's votes / [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

	For	Against	Abstain
Resolution 1 Ratification of prior issue of Shares under Placement
Resolution 2 Approval for the issue of Options under Placement
Resolution 3 Approval for the issue of Options to Brokers
Resolution 4 Ratification of prior issue of Shares to Mr Scott Wilson
Resolution 5 Ratification of prior issue of Shares to Ms Donna Harvey and Staple Elements Pty Ltd
Resolution 6 Ratification of prior issue of Options to Ms Donna Harvey and Staple Elements Pty Ltd

If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

The Chairman of the Meeting intends to vote all available proxies in favour of each Resolution.

Individual or Shareholder 1 Sole Director and Sole Company Secretary _______ Contact Name	Shareholder 2 Director	Shareholder 3

		Director/Company Secretary _____ Contact Daytime Telephone Date:

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Suite 5, Level 1, 26 Railway Road, Subiaco WA 6008 or Facsimile +61 (08) 6555 3981) not less than 48 hours prior to the time of commencement of the Meeting (WST).

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RUMBLE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2013

65736_rns_2013-05-23_1a0107ae-a672-4a23-b1e0-a34396780e95.pdf

ABN 74 148 214 260

NOTICE OF GENERAL MEETING

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Ratification of prior issue of Shares under Placement

Voting Exclusion

2. Resolution 2 – Approval for the issue of Options under Placement

Voting Exclusion

3. Resolution 3 – Approval for the issue of Options to Brokers

Voting Exclusion

4. Resolution 4 – Ratification of prior issue of Shares to Mr Scott Wilson

Voting Exclusion

5. Resolution 5 – Ratification of prior issue of Shares to Ms Donna Harvey and Staple Elements Pty Ltd

Voting Exclusion

6. Resolution 6 – Ratification of prior issue of Options to Ms Donna Harvey and Staple Elements Pty Ltd

Voting Exclusion

DATED: 24 MAY 2013

BY ORDER OF THE BOARD

DAVID PALUMBO COMPANY SECRETARY RUMBLE RESOURCES LIMITED

RUMBLE RESOURCES LIMITED

A B N 7 4 1 4 8 2 1 4 2 6 0

EXPLANATORY STATEMENT

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

3. Resolution 1 – Ratification of prior issue of Shares under Placement

3.1 Background

3.2 General

3.3 Listing Rule 7.4

3.4 Specific information required by Listing Rule 7.5

4. Resolution 2 – Approval for the issue of Options under Placement

4.1 General

4.2 Listing Rule 7.1

4.3

Specific information required by Listing Rule 7.3

5. Resolution 3 – Approval for the issue of Options to Brokers

5.1 Background

5.2 General

5.3 Listing Rule 7.1

5.4

Specific information required by Listing Rule 7.3

6. Resolution 4 – Ratification of prior issue of Shares to Mr Scott Wilson

6.1 Background

6.2 General

6.3 Listing Rule 7.4

6.4 Specific information required by Listing Rule 7.5

7. Resolution 5 – Ratification of prior issue of Shares to Ms Donna Harvey and Staple Elements Pty Ltd

7.1 Background

7.2 General

7.3 Listing Rule 7.4

7.4 Specific information required by Listing Rule 7.5

8. Resolution 6 – Ratification of prior issue of Options to Ms Donna Harvey and Staple Elements Pty Ltd

8.1 Background

8.2 General

8.3 Listing Rule 7.4

8.4 Specific information required by Listing Rule 7.5

9. Glossary

Schedule 1 – Terms and conditions of $0.08 listed Options

(a) Entitlement

(b) Exercise Price and Expiry Date

(c) Exercise Period

(d) Notice of Exercise

(e) Shares issued on exercise

(f) Quotation of Shares on exercise

(g) Timing of issue of Shares

(h) Participation in new issues

(i) Adjustment for bonus issues of Shares

(j)

Adjustment for rights issue

(k)

Adjustments for reorganisation

(l)

Quotation of the Options

(m) Options Transferable

(n)

RUMBLE RESOURCES LIMITED Proxy Solicitation & Information Statement 2013