Resolute Mining Limited — AGM Information 2004

Oct 20, 2004

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of the shareholders of Resolute Mining Limited (the "Company") will be held at 9:30 a.m. on Tuesday, 23 November 2004 at the Conference Centre, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia.

BUSINESS

$\mathbf{1}$ . Reports

To consider the financial report of the Company and the reports of the Directors and Auditor for the vear ended 30 June 2004.

$2.$ Re-election of Director - Ordinary Resolution

To consider, and if thought fit, elect as a Director Mr Peter Huston, who retires by rotation in accordance with the Company's constitution and being eligible offers himself for re-election.

$31$ Ratification of May 2004 Share Placement - Ordinary Resolution

That pursuant to the requirements of Listing Rules 7.4 and 7.5 of Australian Stock Exchange Limited, and otherwise as required by law, the shareholders of the Company hereby ratify and approve the issue and allotment by the Company on 11 May 2004 of 12,295,082 ordinary fully paid shares in the Company at an issue price of $1.22 per share to raise the sum of $15,000,000 for the purposes as set out in the Explanatory Memorandum which accompanies this Notice of Meeting.

BY ORDER OF THE BOARD

G. W. Fitzgerald Company Secretary Dated: 15 October 2004

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice of the annual general meeting.

Ratification of Placement of 12.295.082 Ordinary Shares

In an announcement to the Australian Stock Exchange on 4 May 2004, Resolute Mining Limited indicated that it had raised $15 million by way of a placement of 12.295.082 fully paid ordinary shares at $1.22 per share to institutional clients of Euroz Securities Limited.

An ordinary resolution will be put to shareholders at the annual general meeting asking them to ratify this share placement.

The funds from this raising were used to supplement the Company's existing cash and bullion holdings, to settle the acquisition of the Syama Gold Project from Randgold Resources Limited and to advance a Bankable Feasibility Study on its redevelopment. The shares issued rank pari passu with all existing fully paid ordinary shares.

Shareholders' attention is drawn to the voting exclusion statement provided below.

Voting Exclusion Statement

Pursuant to Rule 14.11 of the Listing Rules of Australian Stock Exchange Limited, the Company will disregard any votes cast on the resolution contained in item 3 by the institutional clients of Euroz Securities Limited that participated in the share placement. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form: or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote. ٠ in accordance with a direction on the proxy form to vote as the proxy decides.

Proxies

A member entitled to vote at the meeting convened by the above notice is entitled to appoint not more than two proxies to attend and to vote in his or her stead. Where two proxies are appointed, the appointment may specify the proportion or number of votes which each proxy may exercise. If it does not, then each proxy may exercise one-half of the votes. A proxy need not himself or herself be a member.

Each proxy form (together with the power of attorney (if any) under which such proxy form is signed or a certified copy of such power of attorney) must be signed and deposited at the office of Security Transfer Registrars, 770 Canning Highway, Applecross, Western Australia 6153 not less than 48 hours before the time fixed for the holding of the meeting. The facsimile number for receipt of proxies is (08) 9315 2233.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

RESOLUTE MINING LIMITED (the "Company") ANNUAL GENERAL MEETING ON 23 NOVEMBER 2004 PROXY FORM

The Secretary Resolute Mining Limited C/- Security Transfer Registrars Pty Ltd PO Box 535, Applecross WA 6953 AUSTRALIA

MVe.................................... manuscripture and the Company hereby appoint

......................................

or in that person's absence, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on 23 November 2004, at 9.30am and at any meeting held subsequent and pursuant to an adjournment of that meeting.

This form is to be used in accordance with the directions below. Unless the proxy is directed, your proxy may vote as he/she thinks fit.

In respect of the items contained in the Notice of Meeting, I/We instruct the above proxy/proxies to vote :

Resolution	For	Against	Abstain	Chairman'sDiscretion
2. To re-elect Mr Peter Huston as a Director
3. To ratify the placement of 12,295,082 ordinary shares

By marking the "Chairman's Discretion" box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you have appointed the Chairman as your proxy and you do not mark any box, the Chairman will not cast your votes on the resolutions shown above and your votes will not be counted in computing the required majority. The Chairman intends to vote undirected proxies in favour of resolutions $2$ and $3$ .

Appointment of a second proxyIf appointing a second proxy, state the percentage of your voting rightsapplicable to the proxy appointed by this form.	%
Shareholder Reference or CHESS Number
DATED this
Signature of member or Attorney	Signature of joint member or Attorney
Or if a company:
Executed for and on behalf ofby its duly authorised officer(s),in accordance with S.127 ofthe Corporations Act 2001:
Director / Sole Director	Director / Secretary

A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and, on a poll, to vote in his stead. Where two proxies are appointed, the appointment may specify the proportion or number of votes which each proxy may exercise. If it does not, then each proxy may exercise one-half of the votes. A proxy need not be a member of the Company.

To be effective, proxy forms must be either:

• a) deposited at the office of Security Transfer Registrars, 770 Canning Highway, Applecross, WA 6153
• b) returned by mail to Security Transfer Registrars PO Box 535, Applecross WA 6953, or
• c) faxed to the Company's share registry (Fax No. 08 9315 2233 and for overseas shareholders 618 9315 2233) not less than 48 hours before the time fixed for holding the Meeting.