RUMBLE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

Jan 16, 2014

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

NOTICE OF GENERAL MEETING

TIME: 11:00am WST

• DATE: Monday, 17 February 2014
• PLACE: "Bentleys Boardroom" Level 1, 12 Kings Park Road WEST PERTH WA 6005

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9481 0389.

C O N T E N T S

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Schedule 1 – Terms and Conditions of $0.041 Options	7
Schedule 2 – Terms and Conditions of $0.08 Options	9
Glossary	11

T I M E A N D P L A C E O F M EE T I N G A N D H O W T O V O TE

VENUE

The General Meeting of the Shareholders of Rumble Resources Limited which this Notice of General Meeting relates to will be held at 11:00am WST on Monday, 17 February 2014 at "Bentleys Boardroom", Level 1, 12 Kings Park Road, West Perth, Western Australia 6005.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

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 Shareholders at 5:00pm (WST) on Saturday, 15 February 2014.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware of that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all 'directed' proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • the proxy is not recorded as attending the meeting;
  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

N O T I C E O F G E N E R A L M EE T I N G

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (WST) on Saturday, 15 February 2014.

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 AND OPTIONS TO THE VENDORS OF THE FRASER RANGE PROJECT

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 1,707,316 Shares and 1,707,316 Options 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. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting 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 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS TO OUTER-RIM EXPLORATION SERVICES PTY LTD

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of 1,088,352 Shares and 544,176 Options 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. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting 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 FUTURE PLACEMENT OF UP TO 30,000,000 SHARES

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 30,000,000 Shares at an issue price that is at least 80% of the average market price of Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which any issue is made, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

Voting Exclusion The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting 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: 15 JANUARY 2014

BY ORDER OF THE BOARD

DAVID PALUMBO COMPANY SECRETARY RUMBLE RESOURCES LIMITED

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meeting.

1. RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS TO THE VENDORS OF THE FRASER RANGE PROJECT

1.1 Background

On 16 December 2013 the Company issued 1,707,316 Shares and 1,707,316 Options exercisable at $0.041 each on or before 13 December 2016 as consideration for the 100% acquisition of the Fraser Range Project (E28-2268).

The Company issued the Shares and Options without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 and for all other purposes of the issue of those Shares and Options.

1.2 ASX Listing Rule 7.4

ASX 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.

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

By ratifying the issue of the Shares the subject of Resolution 1, the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) 1,707,316 Shares and 1,707,316 Options were issued;
• (b) the Shares and Options were issued for nil cash consideration as they were issued for the 100% acquisition of the Fraser Range Project (E28-2268);
• (c) the Shares and Options were issued to the vendors of the Fraser Range Project as follows:
  • (i) 1,280,487 Shares and 1,280,487 Options to Quaalup Investments Pty Ltd; and
  • (ii) 426,829 Shares and 426,829 Options to Peter Geerdts,

who are not related parties of the Company;

• (d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (e) the Options are exercisable at $0.041 each on or before 13 December 2016 and were otherwise issued on the terms and conditions set out in Schedule 1; and
• (f) no funds were raised from this issue as the Shares and Options were issued in consideration for the 100% acquisition of the Fraser Range Project(E28-2268).

1.4 Directors' recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 1. The Board believes that the ratification of the issue of the Shares and Options is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 1 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS TO OUTER-RIM EXPLORATION SERVICES PTY LTD

2.1 Background

On 18 December 2013 the Company issued 1,088,352 Shares and 544,176 Options exercisable at $0.08 each on or before 30 June 2015 in lieu of cash payment for exploration services provided by Outer-Rim Exploration Services Pty Ltd to the Company.

The Company issued the Shares and Options without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options.

2.2 ASX Listing Rule 7.4

A summary of ASX Listing Rule 7.1 and 7.4 is set out in section 1.2 above.

By ratifying the issue of the Shares and Options, the subject of Resolution 2, the Company will retain the flexibility to issue equity securities in the future of up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.3 Specific information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the Share and Option issue the subject of Resolution 2 in accordance with ASX Listing Rule 7.5:

• (a) 1,088,352 Shares and 544,176 Options were issued;
• (b) the Shares and Options were issued for nil cash consideration as they were issued in lieu of cash payment for exploration services provided to the Company;
• (c) the Shares and Options were issued to Outer-Rim Exploration Services Pty Ltd, which is not a related party of the Company;
• (d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (e) the Options are exercisable at $0.08 each on or before 30 June 2015 and were otherwise issued on the terms and conditions set out in Schedule 2; and
• (f) no funds were raised from the issue as the Shares and Options were issued in consideration for exploration services provided to the Company.

2.4 Directors' Recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 2. The Board believes that the ratification of the issue of the Shares and Options is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 2 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without Shareholder approval.

3. RESOLUTION 3 – APPROVAL FOR THE FUTURE PLACEMENT OF UP TO 30,000,000 SHARES

3.1 Background

The Company is proposing to undertake a placement, through the issue of up to 30,000,000 Shares (Placement). The placement will be made to professional and sophisticated investors or to other persons to whom disclosure is not required under Chapter 6D of the Corporations Act.

The Shares the subject of the Placement represent 38.96% of the Company's current issued share capital of 77,002,980 Shares (assuming that no other Shares are issued and none of the existing Options have been converted into Shares prior to the Meeting).

As the issue of the Shares under the Placement will exceed the 15% limit in Listing Rule 7.1, Shareholder approval to the issue of these Shares is required for the purpose of Listing Rule 7.1.

3.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in section 1.2 above.

3.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of securities to be issued pursuant to this Resolution 3 is 30,000,000 Shares;
• (b) the Shares the subject of Resolution 3 will be issued no later than three (3) months after the date of this Meeting;
• (c) the Shares will be issued at a price that is at least 80% of the average market price of Shares calculated over the last 5 days on which sales in the Shares were recorded before the date on which any issue is made;
• (d) the Shares will be issued to professional and sophisticated investors or to other persons to whom disclosure is not required under Chapter 6D of the Corporations Act. The Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;
• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (f) the Shares will be issued progressively as subscribers are identified, however no Shares will be issued after the date which is three (3) months after the date of the Meeting; and
• (g) the Company intends to use the funds raised by Placement for the continued exploration of its portfolio of exploration assets. Any surplus funds will be used for general working capital purposes, review and analysis of new projects.

3.4 Directors' recommendation

None of the Directors have a material personal interest in the subject matter of Resolution 3. The Board recommends Shareholders vote in favour of Resolution 3 as it will provide additional working capital to the Company and means that the Shares the subject of this Resolution will not need to be counted as part of the Company's 15% placement capacity, giving the Company the flexibility to issue further securities representing up to 15% of the Company's share capital without Shareholder approval.

S C H E D U L E 1 – T E R M S A N D C O N D I T I O N S O F $ 0 . 0 4 1 O P T I O N S

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 $0.041 (Exercise Price) and an expiry date of 13 December 2016 (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 14 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 nine 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 the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

(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 not 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.

S C H E D U L E 2 – T E R M S A N D CO N D I T I O N S O F $ 0 . 0 8 OP T I O N S

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

(o) Entitlement

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

(p) 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).

(q) Exercise Period

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

(r) 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.

(s) Shares issued on exercise

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

(t) 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.

(u) 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.

(v) 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.

(w) 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.

(x) 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

(y) 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.

(z) Quotation of the Options

The Company will apply for quotation of the Options on ASX, subject to meeting the relevant ASX requirements.

(aa) Options Transferable

The Options are transferable.

(bb) 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.

G L O S S A R Y

In this Notice, the following terms have the following meaning unless the context otherwise requires: $ means Australian dollars. ASIC means Australian Securities and Investments Commission. ASX means ASX Limited (ACN 008 724 791). ASX Listing Rules or Listing Rules means the official Listing Rules of ASX. Board means the Board of Directors of the Company. Company means Rumble Resources Limited (ABN 74 148 214 260). Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors mean the current directors of the Company. Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. Explanatory Statement means the explanatory statement to this Notice. Meeting means the meeting convened by the Notice. Notice or Notice of Meeting means the notice of meeting including this Explanatory Statement. Option means an option in respect of a Share. Optionholder means a holder of an Option. Ordinary Securities has the meaning set out in the ASX Listing Rules. Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires. 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.

APPOINTMENT OF PROXY RUMBLE RESOURCES LIMITED ABN 74 148 214 260

GENERAL MEETING

I/We
of
		being a member of Rumble Resources Limited entitled to attend and vote at the General Meeting, hereby
Appoint
	Name of Proxy:
OR		the Chair of the General Meeting as your proxy
		or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair's nominee, tovote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the GeneralMeeting to be held at the "Bentleys Boardroom", Level 1, 12 Kings Park Road, West Perth, Western Australia 6005 at11:00am WST on Monday, 17 February 2014, and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
	Voting on Business of the General Meeting
Resolution 1	Ratification of Shares and Options to the Vendors of theFraser Range Project	FORAGAINSTABSTAIN
Resolution 2	Ratification of Shares and Options to Outer-RimExploration Services Pty Ltd
Resolution 3	Approval for the Future Placement of up to 30,000,000 Shares
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on thatResolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on apoll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is ______________________%
	Signature of Member(s):	Date: ______________________
	Individual or Member 1	Member 2	Member 3
	Sole Director/Company Secretary	Director	Director/Company Secretary
Contact Name: __________________________________Contact Ph (daytime): _____________________________

E-mail Address: _____________________________________ Consent for contact by e-mail YES NO

Instructions for Completing 'Appointment of Proxy' Form

• 1. (Appointing a proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder's votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
• 1. (Direction to vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. (Signing instructions):

• (Individual): Where the holding is in one name, the Shareholder must sign.
• (Joint holding): Where the holding is in more than one name, all of the Shareholders should sign.
• (Power of attorney): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
• (Companies): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
• 1. (Attending the Meeting): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
• 1. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
  • (a) post to Rumble Resources Limited, GPO Box 2517, Perth, Western Australia 6831; or
  • (b) facsimile to the Company on facsimile number +61 8 9463 6103;

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.