RUMBLE RESOURCES LIMITED — Share Issue/Capital Change 2018

Aug 8, 2018

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Notice Under Section 708A

Rumble Resources Ltd

9 August 2018

Rumble Resources Limited ( Company ) (ASX: RTR) hereby notifies the ASX under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) that on Friday, 3 August 2018 the Company issued 1,375,000 fully paid ordinary shares in respect of the conversion of unlisted options by three of the directors of the Company under an exception to Listing Rule 7.2, and today 9 August 2018 issued 400,000 fully paid ordinary shares in respect of an option agreement to acquire the Long Lake and Panache Ni–Cu–Co–PGM-Au Projects in Sudbury, Canada under its existing placement capacity under ASX Listing Rule 7.1.

Suite 9, 36 Ord Street, West Perth, WA 6005

T +61 8 6555 3980 F +61 8 6555 3981

rumbleresources.com.au

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

ASX RTR

1. The shares were issued without disclosure under Part 6D.2, in reliance on and providing notice under Section 708A(5) of the Corporations Act.

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

3. a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

4. b) section 674 of the Corporations Act.

5. As at the date of this notice, there is no information, for the purposes of section 708A(7) and 708A(8):

6. a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

7. b) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

   • i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

   • ii. the rights and liabilities attaching to the shares.

Executives & Management

Mr Shane Sikora Managing Director

Mr Brett Keillor Technical Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith Non-executive Director

Mr Steven Wood Company Secretary

Please refer enclosed Appendix 3B for further detail in respect of the shares that were issued today.

ENDS

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

About Rumble Resources Ltd

Rumble Resources Ltd 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.

1

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 to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. 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)	Fully Paid Ordinary Shares
	400,000
	Fully Paid Ordinary Shares

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes, rank with existing fully paid ordinary shares.
	Non-cash. Deemed to be $0.074 per share, being closing price of the Company’s shares the prior to date of allotment.
	Issued pursuant to option agreement to acquire Ni–Cu–Co–PGM-Au Projects, Sudbury, Canada as released to the ASX on 9 August 2018
	Yes
	23 November 2017
	400,000
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

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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 +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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil	Nil
	Nil
	n/a
	N/A
	Rule 7.1 – 50,918,734 Rule 7.1A – 35,473,656
	9 August 2018
	Number	+Class
	357,028,312	Ordinary fully paid shares
		+Class
	Number	+Class

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	1,500,000 4,000,000 9,000,000 11,100,000	Options exercisable at $0.08 on or before 6 July 2019 Options exercisable at $0.03 on or before 8 September 2020 Options exercisable at $0.08 on or before 22 December 2020 Options exercisable at $0.15 on or before 22 December 2019
	N/A

Part 2 - Pro rata issue – N/A

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

Appendix 3B Page 4

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18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf 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

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)

• See chapter 19 for defined terms.

Appendix 3B Page 6

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38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation 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)	n/a
	n/a
	n/a
	n/a
	Number	+Class

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.

[lodged electronically without signature]

Sign here: .................................................... Date: 9 August 2018 (Company Secretary)

Print name: Steven Wood

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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 placement capacity is calculated

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Insert number of fully paid [+] ordinary 282,466,340
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 8 Sept 17 – Placement - 1,500,000
(shareholder approval 24 August 2017)
• Number of fully paid [+] ordinary
securities issued in that 12 month 03 Nov 17 – Earaheedy Option
period under an exception in rule 7.2 Consideration Shares - 823,794 (ratified by
shareholders 23 November 2017)
• Number of fully paid [+] ordinary
securities issued in that 12 month 10 Nov 17 – Placement – capital raising -
period with shareholder approval 67,391,428 (ratified by shareholders
23 November 2017)
• Number of partly paid [+] ordinary
securities that became fully paid in that 22 Dec 17 – Placement - related party
12 month period shares – 1,180,000 (shareholder approval
23 November 2017)
Note:
• Include only ordinary securities here – 3 August 2018 – exercise of options -
other classes of equity securities 1,375,000
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 354,736,562
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• See chapter 19 for defined terms.

Appendix 3B Page 9

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	53,210,454
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	9 March 2018 – Munarra Gully Option Consideration - 906,539 shares 23 July 2018 – Barramine Acquisition Consideration - 985,211 shares 9 August 2018 – Long Lake and Panache Option Agreement – 400,000 shares
“C”	2,291,750
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	53,210,454
Subtract“C” Note: number must be same as shown in Step 3	2,291,750
Total[“A” x 0.15] – “C”	50,918,734 [Note: this is the remaining placement capacity under rule 7.1]

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	53,210,454
Note: number must be same as shown in
Step 2
Subtract“C”	2,291,750
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	50,918,734
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	354,736,562
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	35,473,656
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	35,473,656
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	35,473,656 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013