Resolute Mining Limited — AGM Information 2011

Oct 23, 2011

ANNUAL REPORT AND NOTICE OF MEETING

Resolute Mining Limited advises that the Company's 2011 Annual Report and Notice of Annual General Meeting are being posted to shareholders tomorrow. A copy of the Notice of Meeting is attached and a copy of the Annual Report is to follow.

GREG FITZGERALD Company Secretary

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 10.00 a.m. (WST) on Tuesday, 29 November 2011 at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

BUSINESS

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2011, which includes the Financial Report and Directors' Report in relation to that financial year and the Auditor's Report on the Financial Report.

2. Resolution 1 – Adopt Remuneration Report

To consider and if thought fit, pass as an ordinary resolution with or without amendment the following:

"That the Remuneration Report for the year ended 30 June 2011 be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

(b) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

3. Resolution 2 - Re-election of Director – Mr Thomas Cummings Ford

To consider and if thought fit, pass as an ordinary resolution with or without amendment the following:

"That Mr Thomas Cummings Ford, who retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected as a Director."

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• (b) a proxy need not be a member of the Company; and
• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Voting Prohibition by Proxy Holders

In accordance with section 250R of the Corporations Act 2001, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and
• (b) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

"SNAP-SHOT" TIME

The Company may specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Directors have determined that all Shares on issue at 9am (WST) on Monday, 28 November 2011 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Company's representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative.

BY ORDER OF THE BOARD

G. W. Fitzgerald Company Secretary Dated: 21 October 2011

_______________________

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 10.00am (WST) on Tuesday, 29 November 2011 at Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia.

1. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2011, a copy of which can be obtained on the Company's website at www.rml.com.au or by contacting the Company on telephone number: +61 8 9261 6100.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report for the financial year ended 30 June 2011;
• (b) ask questions or make comment on the management of the Company; and
• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the meeting, written questions to the chairman about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;
• (b) the conduct of the audit;
• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.

2. Resolution 1 – Adopt Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The directors' report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act (Director and Executive Remuneration Act) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

The Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more of votes cast at two consecutive annual general meetings (Two Strikes Rule).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more of votes cast at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more of votes cast at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more of votes cast at the next annual general meeting the consequences are that it may result in the re-election of the Board.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman will not cast undirected votes on Resolution 1.

3. Resolution 2 - Re-election of Director - Mr Thomas Cummings Ford

Listing Rule 14.4 and Article 3.6 of the Constitution requires that one-third of the Directors must retire at each annual general meeting (or if that is not a whole number, the whole number nearest to one-third).

Article 3.6 also provides that a Director who retires is eligible for re-election.

Pursuant to the Constitution, Mr Ford retires by rotation and seeks re-election.

A brief resume of Mr Ford is contained in the Annual Report.

The Board believes that Mr Ford has performed the duties and responsibilities of a director diligently and professionally, and in the best interests of all security holders.

The Board unanimously supports the re-election of Mr Ford.

Resolution 2 is an ordinary resolution.

Schedule 1 – Definitions

In this Explanatory Memorandum and Notice:

Annual Report means the Financial Report, Directors' Report and Auditor's Report in respect to the financial year ended 30 June 2011.

Article means an article of the Constitution.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Closely Related Party means:

• (a) a spouse or child of the member; or
• (b) has the meaning given in section 9 of the Corporations Act.

Company means Resolute Mining Limited ABN 39 097 088 689.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Memorandum means the explanatory memorandum to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Schedule means a Schedule to this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time, being the time in Perth, Western Australia.

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

		RESOLUTE MINING LIMITED	ABN: 39 097 088 689								SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:PO BOX 535,APPLECROSS WA 6953 AUSTRALIA770 Canning Highway,APPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233E: registrar@securitytransfer.com.auW: www.securitytransfer.com.au
								Code:		RSG
							Holder Number:
			SECTION A: Appointment of Proxy
	I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:
The meetingChairperson	OR if you are NOT appointing the Chairmanof the Meeting as your proxy, please writethe name of the person or body corporate
(mark box)	(excluding the registered shareholder) youare appointing as your proxy			The name of the person you are appointing
	or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with thefollowing directions (or if no directions have been given, as the Proxy sees fit, except for Resolution 1) at the Annual General Meeting of the Company to be held at 10.00am (WST) onTuesday, 29 November 2011 at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia. and at any adjournment of that meeting.		(if this person is someone other than the Chairperson of the meeting).
(b)	authorise, in respect of Resolution 1 the Chairman of the Meeting to vote as described even though Resolution 1 is connected directly or indirectly with the remuneration of amember of Key Management Personnel for the Company.Please mark "X" in the box to indicate your voting directions to your Proxy.	SECTION B: Voting Directions to your Proxy
Resolution								For		Against Abstain*
1. Adoption of Remuneration Report
2. Re-election of Mr Thomas Cummings Ford as a Director
	If no directions are given my proxy may vote as the proxy thinks fit or may abstain.* If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
			SECTION C: Please Sign Below
	This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
	Individual or Security Holder		Security Holder 2						Security Holder 3
	Sole Director and Sole Company Secretary		Director					Director / Company Secretary
	Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10.00am (WST) on Sunday, 27 November 2011.
ONLINE PROXY SERVICE
	You can lodge your proxy online at www.securitytransfer.com.au1. Log into the Investor Centre using your holding details.2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.					Online Proxy ID:
7101085989						1	RSG		1

My/Our contact details in case of enquiries are:

NAME

NOTES

1. Name and Address

This is the name and address on the Share Register of RESOLUTE MINING LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of RESOLUTE MINING LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

(a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

(b) Return both forms in the same envelope.

5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

TELEPHONE NUMBER

( )

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.00am (WST) on Sunday, 27 November 2011, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Email	registrar@securitytransfer.com.au
Facsimile	+61 8 9315 2233
Telephone	+61 8 9315 2333

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.