RUMBLE RESOURCES LIMITED — Share Issue/Capital Change 2014

Jul 29, 2014

Notice Under Section 708A

30 July 2014

Rumble Resources Ltd (Company) has issued the following securities on 30 July 2014

• 600,000 ordinary fully paid shares
• 23,812,467 options exercisable at $0.08 on or before 30 June 2015

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.

Shane Sikora CEO

Rumble Resources Ltd

Level 1, 33 Richardson Street WEST PERTH WA 6005

T +61 8 6555 3980

F +61 8 6555 3981

rumbleresources.com.au

ASX RTR

Executives & Management

Mr Shane Sikora CEO

Mr Terry Topping Executive Director

Mr Andrew McBain Non-executive Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith 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, 04/03/13

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).

1	+Class of +securities issued or tobe issued	(a) Options(b) Options(c) Options(d) Ordinary fully paid shares(e) Options(f) Ordinary fully paid shares
2	Number of +securities issued orto be issued (if known) ormaximum number which maybe issued	(a) 19,522,997(b) 4,289,470(c) 2,750,000(d) 500,000(e) 1,750,000(f) 100,000
3	Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	(a) Options exercisable at $0.08 on or before30 June 2015 (listed)(b) Options exercisable at $0.08 on or before30 June 2015 (listed)(c) Options exercisable at $0.08 on or before29 July 2018 (unlisted)(d) Ordinary fully paid shares(e) Options exercisable at $0.08 on or before29 July 2018 (unlisted)(f) Ordinary fully paid shares

	in all respects from the +issuedate with an existing +class ofquoted +securities?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	(c), (e) No - upon exercise of the optionsinto ordinary fully paid shares, the allottedand issued shares will rank equally in allrespects with an existing class of quotedsecurities.The option does not entitle the holder toparticipate in the next interest or dividendpayment.
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	(a) - (d) Pursuant to approval of resolutionsat the general meeting of shareholders on 28July 2014(e) Options granted to employees pursuantto the Company's ESOP(f) Corporate services
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	29 November 2013
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	100,000 Ordinary fully paid shares
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil

(a),(b),(d),(f) Yes

4 Do the +securities rank equally

+ See chapter 19 for defined terms.

(a) 19,522,997 Options exercisable at $0.08
on or before 30 June 2015 (listed)
(b) 4,289,470 Options exercisable at $0.08
on or before 30 June 2015 (listed)
(c) 2,750,000 Options exercisable at $0.08 on
or before 29 July 2018 (unlisted)
(d) 500,000 Ordinary fully paid shares
Approvedatgeneralmeetingof
shareholders on 28 July 2014
Number of +securities issuedwith security holder approvalanotherspecific security holder approval

N/A

• 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 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

1,750,000 Options exercisable at $0.08 on or before 29 July 2018 (unlisted)

N/A

Refer to Annexure 1

30 July 2014

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+(includingthesecuritiesinsection 2 if applicable)	121,149,477	Ordinary fully paidshares
		2,700,000	Ordinary fully paidshares voluntaryescrowed to 5 May2015
		44,390,569	Options exercisableat $0.08 on or before30 June 2015
		12,258,333	Options exercisableat $0.25 on or before31 July 2014
		6,926,996	Optionsexercisableat $0.35 on or before31 October 2015
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+(includingthesecuritiesinsection 2 if applicable)	1,707,316	Options exercisableat $0.041 on orbefore 13 December2016
		6,600,000	Options exercisableat $0.25 on or before31 July 2014
		3,600,000	Options exercisableat $0.35 on or before31 October 2015
		4,500,000	Options exercisableat $0.45 on or before31 October 2015
		4,500,000	Options exercisableat $0.08 on or before29 July 2018
10	Dividend policy (in the case of a	N/A

trust, distribution policy) on the increased capital (interests)

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue

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
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments
	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 handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders

• 25 If the issue is contingent on security holders' approval, the date of the meeting
• 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
• 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)

• 29 Date rights trading will end (if applicable)
• 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 +Issue date

+ See chapter 19 for defined terms.

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

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 in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another + security, clearly identify that other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+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 is not available now, we 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.

Sign here:		Date: 30 July 2014
	(Company Secretary)

Print name: David Palumbo

== == == == ==

+ 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 Amended 04/03/13

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 the+issue date or date of agreement to issue	52,228,361
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•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	680,000 – issued 12 August 201319,462,794 – issued 5 September 2013400,000 – issued 19 September 20131,436,157 – Approved 29 November 20131,707,316 – Approved 17 February 20141,088,352 – Approved 17 February 201425,415,699 – Approved 17 February 20142,000,000 – Approved 28 July 2014500,500 – Approved 28 July 20147,700,298 - Approved 28 July 20142,700,000 – Approved 28 July 20145,930,000 – Approved 28 July 2014500,000 – Approved 28 July 2014
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	121,749,477

+ 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	18,262,421

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	2,000,000 fully paid ordinary shares –Issued 25 July 2014100,000 fully paid ordinary shares – Issued
•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4	30 July 2014
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•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
"C"	2,100,000

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15Note: number must be same as shown inStep 2	18,262,421
Subtract "C"Note: number must be same as shown inStep 3	2,100,000
Total ["A" x 0.15] – "C"	16,162,421[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"Note: number must be same as shown in	121,749,477
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	12,174,947
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – the	Nil
securities 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
"E"	Nil

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	12,174,947
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"	12,174,947
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.