RUMBLE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2021

May 17, 2021

Rumble Resources Limited ACN 148 214 260

Notice of General Meeting

A General Meeting of the Company will be held at Level 2, CWA House, 1176 Hay St, West Perth WA 6005, Western Australia on Thursday, 17 June 2021 at 11:00am (WST).

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN-PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN-PERSON MEETING, THE COMPANY WILL PROVIDE AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional adviser prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company on (08) 9322 7600.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice.

Rumble Resources Limited ACN 148 214 260 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Rumble Resources Limited (Company) will be held at Level 2, CWA House, 1176 Hay St, West Perth WA 6005, Western Australia on Thursday, 17 June 2021 at 11:00am (WST) (Meeting).

The Board is closely monitoring the rapidly changing coronavirus (COVID-19) pandemic. The health of the Company's Shareholders, employees and other stakeholders is of paramount importance.

While the Board would like to host all Shareholders in person, in order to minimise the risk to Shareholders and to the Company and its ongoing operations, the Company suggests that Shareholders do not attend the Meeting in person. Accordingly, the Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting.

The Board will continue to monitor Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice, the Company will notify Shareholders accordingly via the Company's website at https://rumbleresources.com.au/ and the ASX announcement platform.

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 15 June 2021.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

1 Resolutions

Resolution 1 – Ratification of issue of Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 78,400,000 Placement Shares on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 – Approval of issue of Director Placement Shares

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

'That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of the Director Placement Shares to the following Directors (or their respective nominees) as follows:

• (a) up to 1,000,000 Shares to Matthew Banks; and
• (b) up to 1,000,000 Shares to Michael Smith,

on the terms and conditions in the Explanatory Memorandum.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1 by or on behalf of a person who participated in the issue of the Placement Shares, or any of their respective associates;
• (b) Resolution 2(a) by or on behalf of Matthew Banks (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and
• (c) Resolution 2(b) by or on behalf of Michael Smith (and his nominees), and any other person who will obtain a material benefit as a result of the issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;
• (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Steven Wood Company Secretary Rumble Resources Ltd Dated: 17 May 2021

Rumble Resources Limited ACN 148 214 260 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 2, CWA House, 1176 Hay St, West Perth WA 6005, Western Australia on Thursday, 17 June 2021 at 11:00am (WST) (Meeting).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Resolution 1 – Ratification of issue of Placement Shares
Section 4	Resolution 2 – Approval of issue of Director Placement Shares
Schedule 1	Definitions

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

2. Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19.

Based on the best information available to the Board at the time of the Notice, the Board considers it will be in a position to hold an 'in-person' meeting to provide Shareholders with a reasonable opportunity to participate in and vote at the Meeting, while complying with the COVID-19 restrictions regarding gatherings. The Company, however, strongly encourages Shareholders to submit proxies prior to the Meeting.

If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an ASX announcement.

2.2 Voting in person

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

2.3 Voting by proxy

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:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• (ii) a proxy need not be a member of the Company; and
• (iii) a member of the Company entitled to cast two or more votes may appoint 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, each proxy may exercise half of the votes.

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

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:

• (i) 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);
• (ii) 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;
• (iii) 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
• (iv) 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).

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

• (i) 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;
• (v) the appointed proxy is not the chair of the meeting;
• (vi) at the meeting, a poll is duly demanded on the resolution; and
• (vii) either the proxy is not recorded as attending the meeting or 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.

2.4 Chair's voting intentions

Subject to the following paragraph, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

2.5 Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at info@rumbleresources.com.au by 10 June 2021.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Ratification of issue of Placement Shares

3.1 General

On 28 April 2021, the Company announced that it had received firm commitments for a placement to raise $40,200,000 (before costs) by the issue of up to 80,400,000 Shares at $0.50 each (Placement). The Placement is comprised of the following two tranches:

• (a) 78,400,000 Shares issued using the Company's placement capacity under Listing Rule 7.1 (Placement Shares); and
• (b) up to 2,000,000 Shares proposed to be issued to the Non-Executive Directors, Matthew Banks and Michael Smith (or their respective nominees), subject to the receipt of prior Shareholder approval (the subject of Resolution 2(a) and (b)) (Director Placement Shares).

On 5 May 2021, the Company issued the Placement Shares using the Company's placement capacity under Listing Rule 7.1.

Resolution 1 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares.

3.2 Listing Rules 7.1 and 7.4

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

The issue of the Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Placement Shares.

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

The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, 78,400,000 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, 78,400,000 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 78,400,000 Equity Securities for the 12 month period following the issue of the Placement Shares.

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

• (a) The Placement Shares were issued to institutional and sophisticated investors, none of whom is a related party of the Company or a Material Investor. The placement participants were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Placement from existing contacts of the Company and clients of the Joint Lead Managers.

• (b) 78,400,000 Placement Shares were issued within the Company's 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

• (c) The Placement Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Placement Shares were issued on 5 May 2021.

• (e) The Placement Shares were issued at $0.50 each.

• (f) The proceeds from the issue of the Placement Shares have been or are intended to be used to:

  • (i) fast track the advancement of the major zinc-lead discovery at the Earaheedy Project;
  • (ii) fully scope the major zinc-lead discovery at the Earaheedy Project, including a significantly scaled up diamond core and RC drilling program;
  • (iii) begin initial metallurgical test work and other studies at the Earaheedy Project;
  • (iv) undertake work at the Company's other projects, which have also been prioritised with the objective of defining further Tier 1 discoveries; and
  • (v) provide general working capital.

• (g) There are no other material terms to the agreement for the subscription of the Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

3.4 Additional information

Resolution 1 is an ordinary resolution.

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

4. Resolution 2 – Approval of issue of Director Placement Shares

4.1 General

The background to the proposed issue of the Director Placement Shares is in Section 3.1 above.

Resolution 2(a) and (b) seeks the approval of Shareholders pursuant to Listing Rule 10.11 for the issue of the Director Placement Shares to Matthew Banks and Michael Smith (or their respective nominees).

4.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of its Shareholders:

• (a) a related party (Listing Rule 10.11.1);
• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);
• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);
• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

Matthew Banks and Michael Smith are related parties of the Company by virtue of being Directors. Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board (other than Matthew Banks and Michael Smith who each have personal interests in the outcome of this Resolution) that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Director Placement Shares to Matthew Banks and Michael Smith (or their respective

nominees) will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 2(a) and (b) will be to allow the Company to issue the Director Placement Shares, raising $1,000,000 (before costs).

If Resolution 2(a) and (b) is not passed, the Company will not be able to proceed with the issue of the Director Placement Shares, and the Company will not receive the additional funds committed by Matthew Banks and Michael Smith. The Company considers that it has adequate working capital to achieve its stated objectives at this time and therefore does not intend to seek a further approval or raise further capital at this stage, if Resolution 2(a) and (b) are not passed.

4.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the issue of the Director Placement Shares:

• (a) The Director Placement Shares will be issued to Messrs Matthew Banks and Michael Smith (or their respective nominees).
• (b) Matthew Banks and Michael Smith fall into the category stipulated by Listing Rule 10.11.1 by virtue of being Directors of the Company.
• (c) A maximum of 2,000,000 Director Placement Shares will be issued in the following proportions:
  • (i) up to 1,000,000 Shares to Matthew Banks; and
  • (ii) up to 1,000,000 Shares to Michael Smith;

(or their respective nominees).

• (d) The Director Placement Shares will be fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
• (e) The Director Placement Shares will be issued no later than one month after the date of the Meeting.
• (f) The Director Placement Shares are proposed to be issued at an issue price of $0.50 each, being the same price at which the Placement Shares were issued.
• (g) A summary of the intended use of funds from the Director Placement Shares is in Section 3.3(f) above.
• (h) The proposed issue of the Director Placement Shares are not intended to remunerate or incentivise Matthew Banks and Michael Smith.
• (i) There are no other material terms to the proposed issue of the Director Placement Shares.
• (j) A voting exclusion statement is included in the Notice.

4.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Placement Shares constitutes giving a financial benefit to related parties of the Company.

The Board (other than Matthew Banks and Michael Smith who each have personal interests in the outcome of this Resolution) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Shares will be issued on the same terms as the Shares issued to nonrelated party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

4.5 Additional information

Each of the resolutions which forms part of Resolution 2 is an ordinary resolution.

The Board (other than Matthew Banks and Michael Smith who each have personal interests in the outcome of this Resolution) recommends that Shareholders vote in favour of Resolution 2(a) and (b).

Schedule 1 Definitions

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 contextpermits, the Australian Securities Exchange operated by ASX Limited.
Board		means the board of Directors.
Chair		means the person appointed to chair the Meeting of the Companyconvened by the Notice.
Company		means Rumble Resources Limited (ACN 148 214 260).
Corporations Act	means the Corporations Act 2001 (Cth) as amended or modified fromtime to time.
Director	means a director of the Company.
Director PlacementShares	means the 2,000,000 Shares proposed to be issued to Matthew Banksand Michael Smith (or their respective nominees) under the Placement,the subject of Resolution 2(a) and (b).
Equity Security	has the same meaning as in the Listing Rules.
ExplanatoryMemorandum		means the explanatory memorandum which forms part of the Notice.
Joint Lead Managers		means Ashanti Capital Pty Ltd and Bell Potter Securities Limited.
Key ManagementPersonnel	has the same meaning as in the accounting standards issued by theAustralian Accounting Standards Board and means those personshaving authority and responsibility for planning, directing and controllingthe activities of the Company, or if the Company is part of aconsolidated entity, of the consolidated entity, directly or indirectly,including any Director (whether executive or otherwise) of the Company,or if the Company is part of a consolidated entity, of an entity within theconsolidated group.
Listing Rules		means the listing rules of ASX.
Material Investor	means, in relation to the Company:
	(a)	a related party;
	(b)	Key Management Personnel;
	(c)	a substantial Shareholder;
	(d)	an advisor; or
	(e)	an associate of the above,

who received Shares which constituted more than 1% of the Company's capital structure at the time of issue.

• Meeting has the meaning given in the introductory paragraph of the Notice.
• Notice means this notice of general meeting.
• Placement has the meaning in Section 3.1.
• Placement Shares means the 78,400,000 Shares, the subject of Resolution 1.
• 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 Memorandum.
• Share means a fully paid ordinary share in the capital of the Company.
• Shareholder means the holder of a Share.
• WST means Western Standard Time, being the time in Perth, Western Australia.

APPOINT A PROXY:I/We being a Shareholder entitled to attend and vote at the General Meeting of Rumble Resources Ltd, to be held at 11.00am (WST) onThursday, 17 June 2021 at Level 2, CWA House, 1176 Hay St, West Perth WA 6005 hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the boxprovided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if noperson is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given,and subject to the relevant laws as the proxy sees fit 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.Unless indicated otherwise by ticking the "for"," against" or "abstain" box you will be authorising the Chair to vote in accordance with theChair's voting intention.
STEP 2 - Your voting direction
Resolutions	For	Against Abstain
Ratification of issue of Placement Shares1.
Approval of issue of Director Placement Shares - Matthew Banks2a.
Approval of issue of Director Placement Shares - Michael Smith2b.
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on apoll and your votes will not be counted in computing the required majority on a poll.
STEP 3 - Signatures and contact details
Individual or Securityholder 1Securityholder 2Securityholder 3
Sole Director and Sole Company SecretaryDirector / Company SecretaryDirectorContact Name:
Email Address:
Contact Daytime TelephoneDate (DD/MM/YY)
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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