RUMBLE RESOURCES LIMITED — Share Issue/Capital Change 2013

Feb 5, 2013

Notice Under Section 708A

6 February 2013

Rumble Resources Ltd (Company) issued the following securities on 4 February 2013

• 400,000 ordinary fully paid shares

The ordinary fully paid shares are part of a class of securities quoted on the Australian Securities Exchange Limited (ASX).

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

The shares were issued without disclosure to the private investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, has complied with:

• a) the provisions of Chapter 2M of the Corporations Act; and
• b) Section 674 of the Corporations Act.

There is no excluded information as at the date of this notice, for the purposes of Sections 708A(7) and (8) of the Corporations Act.

ENDS

For further information visit rumbleresources.com.au or contact enquiries@rumbleresources.com.au.

Andrew McBain Managing Director

About Rumble Resources Limited

Rumble Resources Limited is an Australian based exploration company, officially admitted to the ASX on the 1st July 2011. Rumble was established with the aim of adding significant value to its current gold and base metal assets and will continue to look at mineral acquisition opportunities both in Australia and abroad.

Rumble Resources Ltd

Suite 24, 22 Railway Road SUBIACO WA 6008

T +61 8 6555 3980

F +61 8 6555 3981

rumbleresources.com.au

ASX: RTR

42.5M Ordinary shares

19.2M Listed Options

14.7M Unlisted Options

Board of Directors

Mr Andrew McBain Managing Director

Mr Terry Topping Executive Director

Mr Michael Smith Non-executive Director

Mr Matthew Banks Non-executive Director

Mr David Palumbo Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Rumble Resources Limited

ABN

74 148 214 260

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

400,000

1 +Class of +securities issued or to be issued

Ordinary fully paid shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the + securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

n/a

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?	Yes
	If the additional securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$0.125 per share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Consideration to withdraw from agreementto purchase Bulong project – M25/180
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Yes
6b	The date the security holderresolution under rule 7.1A waspassed	9 November 2012
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	429,996
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil

• See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
34,654,003	Ordinary fully paidshares
12,258,333	Options exercisableat $0.25 on or before31 July 2014
6,926,996	Options exercisableat $0.35 on or before31 October 2015

Nil

Nil

N/A

N/A

N/A

4 February 2013

		Number	+Class
9	+classNumberandofall	7,700,000	Ordinary fully paid
	+securities not quoted on ASX(includingthesecuritiesin		shares
	section 2 if applicable)	6,600,000	Options exercisableat $0.25 on or before
			31 July 2014
		3,600,000	Options exercisable
			at $0.35 on or before31 October 2015
		4,500,000	Options exercisable
			at $0.45 on or before
			31 October 2015
10	Dividend policy (in the case of a
	trust, distribution policy) on the

Part 2 - Bonus issue or pro rata issue

increased capital (interests)

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or nonrenounceable?
13	Ratio in which the +securitieswill be offered
14	+Class of +securities to which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions

+ See chapter 19 for defined terms.

18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Names of any brokers to theissue
23	Fee or commission payable tothe broker to the issue
24	Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of +security holders
25	If the issue is contingent on+security holders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)

+ See chapter 19 for defined terms.

• 30 How do +security holders sell their entitlements in full through a broker?
• 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the + securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the + securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which+quotation is sought
39	Class of +securities for whichquotation is sought
40	Do the +securities rank equally inall respects from the date ofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother security, clearly identifythat other security)
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause38)	Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

(Managing Director)

Sign here: .............................. Date: 6 February 2013

Print name: Andrew McBain

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid ordinarysecurities on issue 12 months before dateof issue or agreement to issue	29,600,003
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	400,000
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval	12,354,000Nil
•Number of partly paid ordinarysecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	42,354,003

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	6,353,100
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:
•Under an exception in rule 7.2	429,996
•Under rule 7.1A	Nil
•With security holder approval under rule7.1 or rule 7.4	Nil
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	429,996
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	6,353,100
Note: number must be same as shown inStep 2
Subtract "C"	429,996
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	5,923,104
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"42,354,003Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A""D"	0.10Note: this value cannot be changed
Multiply "A" by 0.104,235,400Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	Nil
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.104,235,400
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	4,235,400
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.