RUMBLE RESOURCES LIMITED — Share Issue/Capital Change 2019

Sep 9, 2019

Issue of Securities and Notice Under Section 708A

10 September 2019

Rumble Resources Limited (Company) (ASX: RTR) hereby notifies the ASX under section 708A(5)(e) of the Corporations Act 2001 ("the Act") that the Company has today issued 50,000,000 fully paid ordinary shares ("Shares") and 5,000,000 unlisted options (each with an exercise price of $0.15 and an expiry date of 31 December 2022) to professional and sophisticated investors under its existing placement capacity under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A. Refer to the ASX announcement dated 3 September 2019 for details in respect to the placement ("Placement").

Please refer Appendix 3B is enclosed with this announcement.

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001 (Cth) ("Corporations Act").

• 1. The Shares were issued without disclosure to investors under Part 6D.2, in reliance on and providing notice under Section 708A(5) of the Corporations Act.
• 1. The Company, as at the date of this notice, has complied with:
  • a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
  • b) Section 674 of the Corporations Act.
• 1. As at the date of this notice, there is no information, for the purposes of section 708A(7) and 708A(8):
  • a) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
  • 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.

Rumble Resources Ltd

Suite 9, 36 Ord 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 Managing Director

Mr Brett Keillor Technical Director

Mr Matthew Banks Non-executive Director

Mr Michael Smith Non-executive Director

Mr Steven Wood Company Secretary

Additional information under ASX Listing Rule 3.10.5A

The Company provides the following information as required under ASX Listing Rule 3.10.5A in respect of the shares issued under the Company's 10% Placement Capacity under Listing Rule 7.1A:

a) the dilutive effect of the Placement on existing shareholders is as follows:

	Shares	Dilution
Number of shares on issue prior to the Placement	392,539,520	88.70%
Dilution as a result of issue under ASX Listing Rule 7.1A	38,797,285	8.77%
Dilution as a result of issue under ASX Listing Rule 7.1	11,202,715	2.53%
Number of shares on issue following the Placement	442,539,520	100.00%

• b) Rumble issued the 38,797,285 Placement shares under ASX Listing Rule 7.1A as it was considered the most efficient and expedient means of undertaking a placement to strategic investors following an approach received on behalf of such investors to Rumble;
• c) there were no underwriting arrangements entered into in respect of the Placement; and
• d) a fee of 6% of the Placement and 5 million options exercisable at $0.15 each on or before 31 December 2022 was paid to Gleneagle Securities or its nominees in consideration for lead manager services provided for the Placement.

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.

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	1. Fully Paid Ordinary Shares2. Unlisted options ($0.15, 31 December 2022)
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which may beissued	1. 50,000,0002. 5,000,000
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	1. Fully Paid Ordinary Shares2. Unlisted options ($0.15, 31 December 2022)

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+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) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	1. Fully Paid Ordinary Shares2. Unlisted options ($0.15, 31 December 2022) willrank equally with Fully Paid Ordinary Sharesupon exercise. The options carry no rights toparticipate in the next dividend.
5	Issue price or consideration	1. $0.075 per share2. Nil
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	1. The fully paid ordinary shares were issued inrespect of the Placement announced to ASX on 3September 2019.2. The unlisted options ($0.15, 31 December 2022)were issued in association with the Placementannounced to ASX on 3 September 2019.
6a	Is the entity an +eligible entitythat has obtained security holderapproval 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	28 November 2018

+ See chapter 19 for defined terms.

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
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

11,202,715 shares 5,000,000 unlisted options Total – 16,202,715

38,797,285 shares

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.

Yes

Nil

Nil

Issue Date: 10 September 2019 15 Day VWAP: $0.0698 75% of 15 Day VWAP (as at 3 September): $0.0523 Source: Comsec

N/A

Refer annexure 1

10 September 2019

Number +Class

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

442,539,520 Ordinary fully paid shares

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX+securities(includingtheinsection 2 if applicable)	4,000,000	Options exercisableat $0.03 expiring onor before 8September 2020
		9,000,000	Options exercisableat $0.08 expiring onor before 22December 2020
		14,813,110	Options exercisableat $0.15 expiring onor before 22December 2019
		15,000,000	Incentive Optionswith zero exerciseprice expiring on orbefore 26 July 2023,subject to vestingconditions
		5,000,000	Unlisted optionsexercisable at $0.15expiring on orbefore 31 December2022

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

+ See chapter 19 for defined terms.

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
• 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

• 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

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 +securitiesExample: 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 convertiblesecurities

+ See chapter 19 for defined terms.

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	n/a
39	+Class of +securities for whichquotation is sought	n/a
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	n/a
	If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment

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

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 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:	[lodged electronically without signature](Company Secretary)	Date: 10 September 2019
Print name:	Steven Wood

== == == == ==

+ 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	355,253,312
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securitiescannot be added•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 asseparate line itemsSubtract the number of fully paid+ordinary securities cancelled during that	3 August 2018 – exercise of options -1,375,0009 August 2018 – Long Lake and PanacheOption Agreement – 400,000 shares(ratified at 2018 AGM)1 March 2019 – Munarra Gully – 2,948,084(ratified GM 17/7/2019)18 April 2019 – Share Placement -25,814,645 (ratified GM 17/7/2019)26 July 2019 – Director Placement –2,181,812 (approved GM 17/7/2019)Nil
12 month period"A"	387,972,853

+ 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	58,195,928
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	26 July 2019 – Long Lake and PanacheOption Agreement stage 2 – 400,000shares
•Under an exception in rule 7.2	23 August 2019 – AIC Placement –
•Under rule 7.1A	4,166,667
•With security holder approval underrule 7.1 or rule 7.4	10 September 2019 – Strategic Placement- 11,202,715
Note:	10 September 2019 – Options – 5,000,000
•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 asseparate line items
"C"	20,769,382
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1

"A" x 0.15Note: number must be same as shown inStep 2	58,195,928
Subtract "C"Note: number must be same as shown inStep 3	20,769,382
Total ["A" x 0.15] – "C"	37,426,546[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 inStep 1 of Part 1	387,972,853
Step 2: Calculate 10% of "A"
"D"	0.10Note: this value cannot be changed
Multiply "A" by 0.10	38,797,285
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 7.1A	10 September 2019 – Strategic Placement– 38,797,285
Notes:•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 asseparate line items
"E"	38,797,285

+ See chapter 19 for defined terms.

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

38,797,285
38,797,285
Nil
Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.