CORPORATE DIRECTORY

Directors

Chairman - PE Huston Chief Executive Officer - PR Sullivan Non-Executive Director - TC Ford

Secretary

GW Fitzgerald

Registered Office and Business Address

4th Floor, The BGC Centre 28 The Esplanade Perth, Western Australia 6000 Postal PO Box 7232 Cloisters Square Perth, Western Australia 6850

Telephone: +61 8 9261 6100 Facsimile: +61 8 9322 7597 E-mail: [email protected]

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross, Western Australia 6153 Telephone: +61 8 9315 0933 Facsimile: +61 8 9315 2233 E-mail: [email protected]

Home Exchange

Australian Stock Exchange Limited Exchange Plaza 2 The Esplanade Perth, Western Australia 6000

Legal Advisors

Blake Dawson Waldron Level 19, Forrest Centre 221 St Georges Terrace Perth, Western Australia 6000

Bankers

Standard Bank London Limited Cannon Bridge House 25 Dowgate Hill London EC4R 2SB United Kingdom

Citibank Limited 225 St Georges Terrace Perth, Western Australia 6000

Auditors

Ernst & Young Level 34, Central Park 152 St Georges Terrace Perth, Western Australia 6000

ABN 39 097 088 689

Quoted on the official lists of the Australian Stock Exchange. ASX Ordinary Share Code: "RSG" ASX Listed Options Code: "RSGO"

Securities on Issue (30/09/2002)

Ordinary Shares	164,463,168
isted Options.	51.269.059
Jnlisted Options	6,425,000

VAANTANS
Theoretical Community	- Sperinces GermanSOREM RESULTS
A BELLEVILLE AND A BELLEVILLE AND A BELLEVILLE AND A BELLEVILLE AND A BELLEVILLE AND A BELLEVILLE AND A BELLEVKRITIK LUULUUTA KANADERI	Geoten millimension	Tammu
Group Receiversiti Bendifficio	Strike KrinerstormRemptote SESSIONALIST
TERBETERINGCranz PresestOcentesis - A	Community RelationsReady and Science
THE REAL PROPERTY	KASANTOONIM
	ARED CONTROL

Resolute maintains a web site where all major announcements to the ASX are available.

www.resolute-Itd.com.au

Taxation Information

1. Return of Capital

On 13 June 2002, shareholders received a 10 cent per share return of capital. For most shareholders, this receipt will not be assessable, however, the capital return will reduce (where relevant) the shareholder's costbase (by 10 cents per share) in calculating the capital gains tax liability or loss when the shares are eventually sold. The tax treatment will vary depending on the individeal shareholders personal circemstances and it may be necessary to seek advice from your tax advisor.

2. Scheme of Arrangement

As a result of the implementation of the Scheme of Arrangement approved by shareholders in September 2001, Resolute Limited's ordinary and preference shareholders at that time, effectively disposed of their Resolute Limited shares and received consideration of:

1 RML share for every 5 Resolute Limited ordinary shares
2.25 RML shares plus 7 cents cash for every 1 Resolute Limited preference share

The tax treatment on this disposal of Resolute Limited shares will vary depending on the individual

shareholders personal circumstances and it may be necessary to seek advice from your tax advisor. For the parposes of calculating the value of the consideration received by shareholders on the sale of Resolute Limited shares pursuant to the Scheme of Arrangement, the last trading price of a Resolute Limited ordinary share was 7.6 cents (on 21 September 2001), which implies a value, at that point in time, of 38 cents for one RML ordinary share. This value will also be relevant for shareholders when calculating the tax cost base of their new investment in RML shares arising from the Scheme of Arrangement.

Resolute Mining Limited, pursuing quality gold projects

the control of the control of the control of

Resolute emerged as a gold producer in the late 1980's and has to date successfully developed and operated six gold mining ventures in Australia and Africa yielding over 3.2 million ounces of gold.

The Company believes first-class opportunities exist, primarily in the African nations with which it has established harmonious working relationships, and is actively progressing these prospects to further enhance shareholder value. Resolute has a strong focus on gold and is building on its strength as a developer and operator of quality gold projects:

RESOLUTE MINING LIMITED 2002 ANNUAL REPORT

Resolute is focussed on furthering its gold interests in Africa

OPERATIONS

Yielded in excess of 246,000 ozs of gold at a cash cost of US$203/oz
Achieved excellent Health, Safety and Environmental results, being awarded the prestigious Presidential Environmental Excellence and Leadership Award in Tanzania
Continued to promote and develop strong community relationships
Undertaken a feasibility study and implemented an upgrade to increase throughput to 2.6 Mtpa at the Golden Pride project

FINANCIAL COMMUNIST CONTINUES.

Generated strong gross cash flows from gold operations of A$38m
Cleared Debt following early repayment of the Golden Pride facility
Secured project funding for the US$10.6 million upgrade at Golden Pride
Preserved sound levels of cash and bullion on hand
Achieved an above target Operating Profit of A$14.1m

EXPLORATION INTERNATIONAL EXPLORATION

Entered into a Joint Venture with Spinifex Gold Limited to explore the Nyakafuru Project in Tanzania
Commenced a Joint Venture with Sub-Sahara Resources NL covering tenements near the Golden Pride Project in Tanzania
Negotiated full ownership of Belahouro Project in Burkina Faso

MOREAL AND ST

Implemented a Scheme of Arrangement resulting in a simplification of the capital structure
Returned Capital to Shareholders of 10 cents per share

anana a sa sa sa sa sa

Issued a Bonus Option of one option for every 3 shares held
Initiated a Strategic Alliance with Red Back Mining NL in Ghana
Invested in Gallery Gold Limited, which is developing a project in Botswana, and Spinifex Gold Limited
Executed a Deed of Release with Preston Resources
Maintained significantly reduced Corporate Overheads

RESOLUTE MINING LIMITED 2992 ANNUAL REPORT

CHIEF EXECUTIVE'S REVIEW

Continuing growth plans to increase shareholder value

Resolute has had a very active and profitable year. We reported an after tax profit of $14.1 million which due to our restructure covered only a ten month period. We continued to pursue a growth path as a gold company focussed on Africa and in doing this have taken up a number of opportunities that provide for growth in the future.

The recently completed US$10.6 million expansion at Golden Pride will ensure we can make the most of that ore body. In addition we have actively pursued tenements near to the mine site, which we will explore for deposits that can be trucked to the Golden Pride facility.

The Nyakafuru joint venture with Spinifex Gold in Tanzania provides real scope to prove up a new development project. The current resource of 730,000 ounces along with the prospective mineralisation on other tenements that we have consolidated in the area give us a strong base to build on. Our initial activities on the project have been very encouraging.

We continue to review advanced exploration projects held by juniors, and those held by majors, that don't meet their size criteria. During the year we acquired strategic shareholdings in a number of companies with advanced projects in Africa.

In January we invested $2.2 million to obtain a 7.6% interest in Spinifex Gold Limited, our partner at Nyakafuru, which also has two other advanced gold projects in Tanzania that it is exploring.

In April and through a subsequent rights issue we have invested $1.5 million in acquiring a 4.5% holding in Red Back Mining NL, which is currently completing a feasibility study on its Chirano Gold Project in Ghana.

Also in April and May we invested $3.9 million to obtain an 11.4% interest in Gallery Gold Limited, which has commenced a feasibility study on its Mupane Project in Botswana.

Resolute is monitoring closely the progress of each of these projects and will seek an opportunity to be involved with them when we can add value.

We do continue to look for other projects and find ourselves well positioned to continue our growth plans but of course we set as our main objective increasing shareholder value.

As foreshadowed last year we have begun to raise the profile of Resolute in the Australian and international investment community. Numerous broking houses have initiated research coverage of the company. The improving gold environment has exposed the dearth of gold producing companies for investors, not just in Australia but internationally. Resolute is well placed to capitalise on this situation.

With the higher gold price, some attention has shifted to the hedging position. We have a philosophy of retaining as much upside for shareholders as we can while prudently managing our cash flow and minimising downside risk to the group. We are quite moderately hedged and we are actively working to reduce the forward cover we have in place.

This year will see the closing of our Obotan mine in Ghana as it has reached the end of its reserves. It is quite a disappointment to see the disbanding of what has been a very competent and dedicated operating team.

We have seen the successful conclusion to two previous activities of the group. Cameco Corporation, a significant Canadian mining company invested US$12 million, and obtained a 52% interest, in AGR Limited to develop the Boroo Gold Project in Mongolia. Resolute retains an 8% interest in AGR and looks forward to its proposed London AIM listing.

Also, the Preston and Bulong companies recently completed their corporate restructuring. This restructure along with the Deed of Release we entered into with those companies effectively terminates our exposure to each company.

This year we addressed capital management. Our surplus funds were not reflected fully in our share price and we returned $15 million to shareholders along with a bonus option exercisable at 80 cents. These initiatives were aimed at improving shareholder value.

As outlined above, a number of growth initiatives were undertaken in the latter part of the year and to provide further capital to support these activities we recently undertook a placement to two resource specific, long-term investors African Lion and Resource Capital Fund to raise $7.7 million.

We congratulate our team at Golden Pride on being awarded the Presidential Award for Environmental Excellence and Leadership this year. This recognises the high standards that are set at our operations and which we consider will contribute to our further success in Africa.

I would like to thank our hard working management team for their contribution over the year and our shareholders and others who have supported us.

Peter Sullivan Chief Executive Officer

GROUP RESERVES AND RESOURCES

Millieseris and Resourcesincludes sinckples	Rofersfoldateks	canREALII	LideriRomanianOZECCO	нжощиErailinShin翮	StastuliumthamSEEBundes
ANG ANG AReserves (Proven)
Univers	298100	200	iteni	907	17263
contensante	AARRISE	250	57. JANU	10058	orsgill!
COMPORA	a dipertin	Z.	50A M		Kirkin
RASOCA GODDO
ennen	Aid Lill	260	29700	CO.	67.550
Coloci 12 dilo	SAGGILLY	ZU	(1.9510)	10095	MAK
respects and	323600	200	25.112		93 (IV)
Light Hospitals	maansa	D.	rom an		paggar
g storbyddig
Resources (Measuren)
ibotan	300000	250	329500	CD.	239.650
tolden Pride (meludes low made stocks)	evrono	田郎	THE UD	100%	167.200
Reference	8240000	2.3	882400	100%	602,000
Carbine North	53000	HIN	ZXXXX	mw	86100)
Shallde	30000	ESI	STSO	il bil	81 K.U
itel theathed	MARANTO	25.25	CARGO		ekoran i
Resources (Indicated)
Bhitan	2740000	2430	256500	90%	195020
solaen 2016	342001	220	22000	TOBS	2900
Belahouro	4.170.000	四側	CHE LOOD	ICOM	632,883
iliansvilä	200,000	220	LAID	2434	8,90
A MARIA RAGIO	430083	100	ofeng	inu	26200
Bibliot	70.000	X 50	7. JULI	100%	7203
Orregueated)	THERMA		eranti		2000
Resources (Interreti)
Bholen	600.000	sta	FE NOO	402	62,453
Enhanzaria	720000	250	539.910.0	100%	5822 (11)
Ribiolio	DANUM	P. O	i ficul	ЮŒ	TEACH
Jeensvile	MARITAL	D.CO	Farit	肥奶	25203
Sizine	120000	esti	4934500	100%	123510
mage	eynam	220	667600	100%	Softer
Real futbology	1740030	$\mathbb{Z}^n$	Portug		tanto
ns Semano	asy at an	23			eran en
n a bh' a chuadh tu bhliais	SOUTH A	20	2552 (65)		aproses.

.The proven reserves at Golden Pride include stockpiles (as at 30 June 2002) of 1,466,000 tonnes averaging 1.50 g/t gold.This statement of Resources and Reserves complies with the Australian code for reporting of Mineral Australian Code for reporting of Identified Mineral Resources and Ore Reserves and is based on information compiled by DT Cairns and T Brown, competent persons and T Brown,

GRÖUP PRODUCTION SÜMMABY

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CROUP PROJECT SUMINARY

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Balbica	īØ.	Iniana Affea	icialiaEsperanto
A TORK O	鸸	Ghana Africa	lidji
MESET	聮BAN	Ghana, Africa	ina je
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Makadata	22	EDZIN ADRI	Chilia
Kahama JVConnuevalV	K.25	Ryance AutoEnzant Added	COLGöä
Otter Tanzanan fentre	BN	Tanzania, Africa	Golfen
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Kommana	Kill	Burkina Faso, Amica	Gora
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Malia	m	Wasem Atsuala	Cold
BullabulladERTIKVIK	鬬N	Western NistralioMescarauscala	GoldChild
Logar's Fine	50	Mesión Australia	Gold
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det Grafa (al 1) Residue
Coldicias (WM profisvile RegionBarningo JV Rigginsville	324B	Western MetrichWASHIRATERE	GoldG36
Carbine North	E.	MeseamAustralia	Gom
India	53	Western Australia	COLS
Um un DocaseYAKIBIYARI	Z886	Na SteiaSouth Australia	BrantinERTH MERIES
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1 Summit holds fenure over tranium deposits indication Resolute

AFRICAN PROJECTS

BRED BACK MINING NL

(Australian Listed Entity) Resolute's current holding 4.5%

A Bankable Feasibility Study is in progress for the Chirano Project in Ghana with a proposed production profile of 140,000 ounces per annum. Known resources lie within the 71km2 prospecting licence located 5-25km south of the Ashanti Goldfields Company Ltd's 5m oz Bibiani gold mine. The study includes a first right of refusal over Resolute's Obotan treatment plant.

Optimised in-pit resources are approximately 15.7m tonnes @ 2.3 g/t for in excess of 1.2m ounces.

6....

BIGALLERY GOLD LIMITED

(Australian & Botswana Listed Entity) Resolute's current holding 11.4%

Gallery has built a large and strategic land holding in Botswana and currently has a controlling interest in tenements totalling approximately 1,825km2 and covering some 90% of the Tati and Vumba greenstone belts.

Gallery's wholly owned Mupane gold deposit is located in the southern part of the Tati greenstone belt, 30kms south-west of Francistown. Gallery has prioritised fieldwork at this prospect with the aim of fast tracking a potential mine development having recently completed an economic scoping study with a proposed production profile of 100,000 ounces per annum. Gallery's scoping study was based on a recoverable resource of 527,000 ounces.

& Gold Mine Gold Project Strategic Investments
Solint Ventures

BISPINIFEX GOLD LIMITED

(Australian Listed Entity) Resolute's current holding 7.6%

Spinifex holds exploration tenements in Tanzania covering approximately 1,100km2 over several of Tanzania's large greenstone belts. Six main exploration licenses are held in the Lake Victoria region, which is emerging as a major goldfield.

Projects have delineated various categories of resources as follows:

Buck Reef

4.4m tonnes $@$ 4.3 g/t for 610,000 ounces

Kitongo

10.5m tonnes @ 1.4 g/t for 479,000 ounces

Nyakafuru

3.6m tonnes @6.29 g/t for 730,000 ounces

Our established African operations continue to perform soundly

Resolute Operations produced a rotal 6f246,463 ónaces at an average cash cost of A$387 (U$$203) per ounce. In doing so, nearly Simillion BCAMS of earth were nimed, including on backs related to the upgraded pit design at Galden Pride, delivering 3.5 million tonnes of ore to be treated at an average gmie of 23 gans partonna

la die commo financal yen, and in life with life of mine modelling expectations, Resolute's mines at Coldar Bide in Firthin and Oboran in Ghana togetherare forecast to product approximately 200,000 ounces of gold at an average cash cost of approximately US$240 per ounce.

GOLDEN PRIDE

The Golden Pride mine is located in Tanzania, East Africa, 750km north-west of the port of Dar es Salaam and 200km south of Lake Victoria.

Resolute has a 100% interest in the project through its Tanzanian subsidiary, Resolute (Tanzania) Limited.

Construction of Golden Pride, the first modern gold mine in Tanzania, began in November 1997 and was completed in twelve months, on budget (US$48million), despite the most severe wet season experienced in Tanzania for 100 years. During 2001/2002, subsequent to a significant increase in reserves, which effectively doubled the remaining mine life, an upgrade study was undertaken to increase throughput to 2.6 Mtpa to maximize the return on these additional reserves. The project life has now been extended with the current mine designed to produce approximately 170,000 ounces of gold per annum at a cash cost of US$220 per ounce over a six year mine life.

OPERATIONS

The 2002 financial year produced strong results to compliment the record previous financial year. The operation produced 148,702 ounces of gold at an average cash cost of US$198 per ounce. The mining contractor continued its good historical performance mining 5.5 million cubic metres. Waste movement was above forecast due to the commencement of a cutback associated with the upgrading of the processing plant to have capacity to treat 2.6 million tonnes per annum.

The plant also continued to perform well treating 1.8 million tonnes despite throughput difficulties encountered in the first half of the year. Interim engineering modifications have allowed acceptable throughput to be maintained with longerterm issues being rectified as part of the treatment plant expansion. Plant availability levels were excellent at 96%, recovering 93% of the 2.76 g/t head grade.

The Golden Pride mine has now produced 650,000 ounces of gold since commissioning.

OPERATIONS OVERVIEW

FARTINE	VAIL	MKANI

A RADIO	₩.	LILK!NIS
IZINACIO E	臘州	FALLE ADDE
			Starting

EXPANSION PROGRAMME

The Golden Pride resources and reserves were re-evaluated in late 2001 after drilling during late 2000 and early 2001 added significant measured and indicated resources within and adjacent to the existing pit.

A redesign of the pit based on revised operating costs and additional metallurgical test work was completed in late 2001. The new design contemplates mining at the rate of 2.6 million tonnes per annum.

A number of mill upgrade scenarios were evaluated and it was decided to upgrade to 2.6Mtpa. The upgrade includes a new tails dam, additional standby power generating sets, installation of the secondhand and refurbished Kidston ball mill, and pebble crushing and cyclone circuits.

The capital cost for the upgrade was US$10.6 million and was completed on budget and progressively commissioned in September and October 2002.

OUTLOOK

When fully commissioned, the upgraded treatment plant will treat ore at the rate of 2.6m tonnes per annum for the remaining, currently projected, six year mine life. The benefit of the higher throughput rate will improve the returns from the lower grade ore to be mined over the next couple of financial years from the Eastern end of the pit. The full benefits of the mill upgrade will become apparent once the cut back at the Western end has been completed and access to the higher grade ore in this area is available.

OROTAN

The Obotan mine is located in Ghana, West Africa, 215km north-west of the capital Accra, and 40km north-west of the Ashanti gold mine at Obuasi.

Resolute has a 90% interest in the project through its Ghanaian subsidiary, Resolute Amansie Limited. The government of Ghana has a 10% free carried interest in Resolute Amansie Limited.

Obotan was successfully commissioned in May 1997, just eight months after construction began, at a capital cost of US$32 million, ahead of schedule and under budget.

OPERATIONS

Despite the operations main ore source at the Nkran being completed and the development of the satellite deposit at Abore producing lower than expected head grades, the team at Obotan has managed to produce excellent results for the year.

The operations produced 97,761 ounces of gold at an average cash cost of US$209 per ounce.

Despite the declining nature of the existing ore sources, mining operations achieved targeted production by moving 2.2 million cubic metres.

The plant exceeded throughput expectations treating 1.75 million tonnes. Plant availability levels were good at 94%, recovering 95% of the 1.83 g/t head grade.

The Obotan project has now produced over 680,000 ounces of gold since commissioning.

A number of measured and indicated resources remain on the Obotan concession but these are not economically exploitable at the current gold price.

Potential remains for a small tonnage underground operation to be established on the Nkran "deeps" if grade continuity can be demonstrated and sufficient ounces per vertical metre can be defined.

OUTLOOK

The Oboten project continues to perform well with the mining and milling of the remaining ore expected to be completed. towards the end of the December 2002. quarter. Rehabilitation of the Obotan site will be substantially completed during the balance of the year and the plant placed on care and maintenance. The directors continue to assess the range of options. available for the future use of the Obotan plant, which includes the potential to relocate it to the Chirano Project, owned by Red Back Mining NL.

			DEUTAW bicasned and hancakd Praincis at 34 June 2012
Benefolder	Refull 23	Grie	Athmany
	ZAQUOTO D	24	CZERNI
Measurat
Indicateur	Partitud	PAR	247200

512

EXPLORATION AVERVIEW

Xa.

During the past year Resolute has increased its exploration activities in Africa

The main thanst of our activities has been defining aconomic mineralisation close to our existing operations and acquiring and exploring prospective ground identified in om regióní Kulic.

EXPLORATION OVERVIEW

in Mike Text Hichney

runa beter tentur: Døde enen activities in Tanzania through!! strategie joint ventures
s confinied tenonal exploration activities around Obotan in Bhana
regotrated 108% equity in the Relation of concession in Burkina Faso
- Golden Pride Project Resolute 100% Tenure Greenstone Belts

Canuck JV Nyakafuru JV

$\Box$ Kahama JV

TANZANIA

Resolute has been active over the past two years on a regional study of the Archean of Tanzania and ground follow-up of selected targets. As part of this study a number of areas were selected for acquisition or joint venture (JV). Out of this work the Nyakafuru region was identified as a key area.

Figure 1 shows the Golden Pride, Kahama JV, Nyakafuru JV and RTL tenure in Tanzania.

Earlier this year Resolute entered into Joint Ventures with Spinifex Gold and Sub-Sahara Resources, both of whom hold strategic parcels of ground in this region.

Similarly, additional tenure in the Golden Pride-Kahama area was targeted for JV, as there were indications of potential small tonnage satellite deposits that could be trucked to Golden Pride for processing. Several prospects were pegged directly by Resolute and a number acquired via the Sub-Sahara Kahama JV.

NYAKAFURU JV AREA

Resolute, by virtue of its Spinifex and Sub-Sahara Joint Ventures, holds six prospecting licences and has options on several others in this area. The Spinifex-Resolute JV has a 20km radius of influence centred on the Nyakafuru deposit. The area currently under JV is almost 250km2.

GEOLOGY

The tenements cover a sequence of intercalated mafic volcanics, volcaniclastic sediments, banded iron formation (BIF) and intrusive porphyries and late granites. The area is structurally complex with a number of strong north trending structures defined by late dolerite dykes and more subtle north-west and north-east trending structures.

Gold mineralisation is associated with several of the structural trends and is enhanced with elevated grades where several intersect.

MINERALISATION AND RESOURCES

At Nyakafuru, gold is associated with several north-south trending veins. These are not simple reefs but occur as a series of quartz veined, silicified and carbonated zones that are variably pyritised. There is a good correlation between gold tenor and pyrite occurrence.

Spinifex has a published resource of 3.58 million tonnes at 6.29 g/t Au for 730,000 ozs on the five reefs (Reef 2E, 2W, 6, 3 and 1) at Nyakafuru.

Gold occurs in several different hosts on the Kanegele and Sub-Sahara tenements, both altered shears in mafic volcanics but also within brecciated BfF. All mineralisation outlined to date is structurally controlled.

WORK PROGRAMME

Since completing the JV agreement the following work has been completed.

A new exploration camp has been constructed approximately 1km south of the Nyakafuru deposit.
A single validated database comprising all the previous information from earlier campaigns by Spinifex, Pangea (on Kanegele), Sub-Sahara and Avmin (on various Sub-Sahara tenements) has been created as an Access Database.
Resurveys of all former drill hole collar positions at Nyakafuru along with downhole surveying of selected diamond drill holes has been completed.
SRK (Australia) were contracted to complete a detailed structural assessment of the Nyakafuru Gold Project and adjacent areas with emphasis on defining controls on gold mineralisation.

EXPLORATION OVERVIEW

Five twin/infill diamond drill holes (NPD043-NPD047) have recently been completed along the main trend of the 2E/2W reefs. These holes will be used to validate previous drill data and assess grade continuity. They will also provide further structural information and core for metallurgical /geotechnical testwork.
A gradient array induced polarity survey has been completed over the Nyakafuru deposit area and also at Kanegele to test the ability of the method in detecting the ore and controlling structure(s).

SUB-SAHARA KANAMA JV

Five concessions and two applications covering an area of more than 340km2 comprise the Kahama JV. The prospecting licences straddle the western extension of the Golden Pride shear zone.

A thin veneer of recent alluvials and sediments cover much of the area. These alluvials overlie mafic volcanics and volcaniclastic sediments and intrusive granite.

The northern most tenement, Ishiki, is located approximately 5km south of the 2 million ounce Chocolate Reef deposit. Artisinal workings occur near the northern boundary of the tenement associated with quartz veins in sheared, choritic and sericitic schists.

Previous exploration by Anglo Gold and Sub-Sahara has intersected a series of narrow ore grade intercepts in rotary air blast ("RAB") and reverse circulation ("RC") holes. The best of these is 6m at 6.00 g/t Au from 25 metres in RC drill hole BUMR.

Resolute's strategy in this area is to locate small satellite deposits for processing through the Golden Pride treatment plant.

OTHER TANZANIAN TENURE

Resolute holds a further nine prospecting licences in the Isaka - Golden Pride region, some in JV and others in its own right. Ongoing exploration of these is aimed at delineating resources capable of being trucked to Golden Pride for treatment.

GHANA

Exploration activities are now concentrating on two areas; Akoase, approximately 30km south-east of Konongo and on the Weststar JV, approximately 80km north-west of Takoradi.

AKOASE

The Akoase tenement is located immediately south-west of Nkawkaw and approximately 20km east-north-east of the Newmont-Normandy Akim deposit.

Figure 2 shows a portion of the Akoase Geology with Soil Gold contours (50 and 100ppb) and trench positions.

The Akim deposit is hosted in a narrow wedge of altered epiclastics and volcanics between the Birimian/Tarkwaian unconformity and the Upper/Lower Birimian contact that strikes roughly eastnorth-east. The mineralisation is bounded by a 2-3m wide graphitic shear in the footwall. This can be traced for the length of the tested deposit and trends in an eastnorth-east to west-south-west direction parallel to the Birimian/Tarkwaian unconformity.

Trenching at Akoase has identified a similar stratioraphy and alteration assemblage as at Akim. Two trenches have been completed over the highest geochemical response.

Trench 1 encountered a narrow anomalous zone of 4m grading 0.88 g/t. Trench 2, 1500m to the east-north-east returned 12m at 1.19 g/t au. Although low grade, both trenches are encouraging and have verified the soil anomalism. Followup drilling is planned.

Swump	Mata-cadimente
Quartz Float	Phylitic Sedimenta
Arunita	Silicified Sediments
Volcanics	Quurtzite
UndifferentiatedSedimente	※※ Graphitic Schist
	50 ppb Au Sail Contour100 ppb Au Sol Contour
	Tranch

Figure 2

WESTSTAR

The Weststar concession is located in the western region of Ghana, approximately 80km west-north-west of the port city of Takoradi.

In the early 1990s BHP Minerals undertook exploration for manganese mineralisation in the south-west of Ghana. As this work progressed it was realised that the areas being looked at had significant potential for gold mineralisation. The programme was expanded and regional soil geochemistry completed for a suite of elements including gold.

The work completed by BHP defined a soil gold anomaly stretching for 27km north from Salman. Much of this anomaly fell outside of the ground held by BHP for gold exploration.

Approximately 20km of the soil gold anomaly defined by BHP was acquired by Weststar Mining Limited and Blue River Mining Limited on two pieces of tenure managed by the same group of Ghanaians.

Late last year Resolute entered into an agreement to earn a 100% interest in the hard rock gold resources of the project area. The Ghanaian group retains 100% interest in the alluvial resources of the area and has a royalty interest in any primary mineralisation mined.

The most robust target is in the south western corner of the tenure. The anomaly is consistent over 7km of strike and occurs on elevated terrain. Infill soil geochemistry, for gold and arsenic, is underway to refine and enhance the data already gathered by BHP. A series of cohesive anomalies greater than 500ppb Au have been defined and require infilling.

BURKINA FASO

The Belahouro Concession is located approximately 250km north-west of the capital Ouagadougou. During the year Resolute completed the acquisition of the 40% owned by BHP and now owns 100% of the project.

Currently measured and indicated resources defined at Inata and Minfo amount to more than 660,000ozs as follows:

Mining studies indicate that at a gold price of US$300 per ounce about 4 million tonnes of mineralisation reports to four conceptual pits at an average grade of 3.48 g/t for 461,387ozs.

Activities during the year have focussed on identifying targets that could provide additional economic ounces to justify establishing a mining operation on the concession. A target of 1 million ounces is seen as the required deposit size to justify this type of development.

The emphasis has now shifted to the margins of the sedimentary basin where a number of unexplained, isolated, coincident gold/arsenic anomalies are associated with north-north-west trending structures.

A series of targets (structural plus arsenic and gold) have been selected for followup in the coming field season.

In Australia, Resolute and Marian Company

joint ventured the prospective Indee area.

Sold Fields Ltd has acquired the gold assets of WMC which had earned an 80% interest in the Widgie JV tenure.

BOAP ORATE NESPONSIBILITY

Developing harmonious relationships

æ,

Rasium isminihility minis imples on abread range of geople. These people all, in one way or another, contabile to our ability to sustain our activines in Bhat homous manner. The Company Rooman flach building these relationships through wdl targeted social, safety and environmental programmes. Resolute anis to support the local communities by assurig with programmes and projects that deliver lasting benefits.

Pictured Neega Water Supply This year has seen an increase in the stipply of WHO standard water to magathe bemand ofelanestic, industrial and thstitutural tisers through additional water-selling Riosks and

increased private connections.

COMMINITY RELATIONS

Resolute firmly endorses a pro-active approach to positive participation in the communities in close proximity to its mining operations. Whenever possible, Resolute sources its supplies and services locally in order to boost the local economy and employs many locally based personnel, actively engaging in technology transfer through training in new techniques and specialist skills. Resolute hopes that these activities will combine to make the Company welcome wherever it chooses to operate.

GOLDEN PRIDE MINE - TANZANIA

Since it commenced operations in 1998, Resolute, in conjunction with its contractors, has been extending assistance to its local community. In excess of US$1 million has been expended on community related projects to date. Extensive manpower support has been contributed to organisational activities ensuring these projects are appropriately targeted and managed in a cost effective manner. Each year new projects are identified for development, along with ensuring activities from prior years are maintained, to facilitate lasting benefits to the communities. To ensure a project's sustainability, community selfempowerment is considered essential to assist development of maintenance plans for all projects identified in the village communities.

NZEGA WATER SUPPLY PROJECT

The major project undertaken during the previous financial year was the provision of a water supply to the town of Nzega.

On 22nd March 2001, His Excellency, the President of the United Republic of Tanzania, Ndugu Benjamin William Mkapa, inaugurated Phase I of the Nzega Town Water Supply in the Nzega District in Tabora.

Phase I concentrated on improving the quality and quantity of water supply to Nzega. Planning is under way to supply water directly to homes resulting in more than 10,000 town residents receiving clean water from this project, and is aimed at providing self sustaining infrastructure for the water supply system. The contract for survey and design for Phase II has been awarded and will assure delivery of 2 million litres of water per day to the town on a sustainable basis.

This year has seen an increase in the supply of WHO standard water to meet the demand of domestic, industrial and institutional users through additional water-selling kiosks and increased private connections.

Other projects in which the Company has been involved include:

assistance with the establishment and operations of the Mwangaza Newspaper and Nzega Library which will assist the Nzega community and serve as a reference centre for primary, secondary and tertiary students.
coordination of donations of educational materials, medical equipment and supplies to local schools and hospitals.
arrangement of a Community Leadership Course, conducted by Discovery Learning of Australia for Regional and District Government departmental heads.

CORPORATE RESPONSIBILITY

participation in the "Clean Up the World" Campaign.
supporting the provision of mobile telecommunications services in the district.
providing a volunteer doctor to Nzega Hospital and volunteer teacher to Isanga Primary School, in conjunction with Australian Volunteers International.
installation of water bores and pumps at local schools and in the local community.
construction of classrooms and staff houses at several local primary schools and renovation of community buildings.
construction of a Police Post at Mwangoye Village including a self contained two bedroom house utilized as the Officer in Command's residence.
consultations were held between the Ministry of Higher Education, University of Dar es Salaam and the Company regarding the planned use of the land after the end of mine life. It is proposed the facilities be used as a University Campus to cater for Mining Engineering, Mineral Processing, Geology and Environmental Science Courses subject to a Memorandum of Understanding being signed between Resolute (Tanzania) Limited and the University of Dar es Salaam.

OBOTAN MINE - GHANA

Resolute continued its pro-active approach to community development by promoting sustainable development and not dependence. One key element of this is the continued tripartite arrangement between the local community, the District Administration and the Company.

The areas of focus for our assistance during the year include:

providing building materials for the renovation/construction of local area village schools.
installation of a piped water system into the Abore Health Centre together with rehabilitation of the centre's plumbing and sewerage system.
assistance to build a new Police Station in the Abore community.
further development of the communities capacity and sustainability in maintaining their own water bores, most of which have been donated by Resolute over the years.
assistance with Government initiatives in Community Self Help Electrification Projects (SHEP) by purchasing low tension power poles to complete electrification for the local area communities.

The Sustainable Livelihood Project, established in 1998 as a joint initiative between the Company, local farmers and community leaders, continued to focus on diversifying the agricultural income base of local farmers. Activities during the year included:

provision of technical advice to teach improved farming techniques.
ongoing operation of two nurseries for provision of food crop, cash crop and timber species seedlings for agro forestry, promoting community involvement in nursery development and operation.
facilitation of the training of rural fish farming in the area of the mine site.
assistance with the establishment of cooperatives undertaking ventures in value adding enterprises, e.g. Citronella, Cassava, Apiaries, Piggeries etc.

Resolute hopes that these activities, together with the environmental management programme, will continue to improve the standard of living of farmers in the local communities long after the decommissioning and rehabilitation of the mine.

Below: Nzega Library

Librarian Hadijah at the newly established library which will assist the Nzega community and serve as a student reference centre.

CORPORATE RESPONSIBILITY

HEALTH AND SAFETY

Resolute is committed to achieving the highest performance in Occupational Health and Safety to create and maintain a safe and healthy environment at the workplace.

At each minesite, the health and safety of personnel and local communities are of fundamental concern to Resolute. The Company seeks to conduct operations in an efficient and effective manner, while providing:

a healthy and safe workplace,
information on the hazards of the workplace and training on how to work safely, and
consultation at all staff levels on health and safety matters.

No employee is expected to carry out work they reasonably consider to be unsafe.

Implementation of the National Occupational Safety Association (N.O.S.A.-RSA) safety system at each site and ongoing management of the system is ensuring that all industry standards are consistently exceeded. This system actively strives to attain the Health and Safety Standards set by the Resolute corporate body. Each site plan incorporates:

experience gained from other operations within the Resolute Group, and where possible, other mining companies, thereby ensuring all sites utilise the most up-to-date and effective techniques.
site specific circumstances, including such factors as available infrastructure and the experience of the staff.
constant updates to benefit from innovations, new technology and operating experience.

Baseline site safety audits on Health and Safety Management Systems are performed at regular intervals by independent consultants. Internal audits are regularly undertaken to ensure progress in implementation of these systems.

GOLDEN PRIDE MINE - TANZANIA

The team at Golden Pride maintained the excellent safety record established since commencement of operations. As the experience level of staff has increased and training programmes become further advanced, Golden Pride has created a culture of safety in the workplace. Resolute believes that this culture will lead to the highest standards of safety to protect its workforce and the communities with which it interacts.

As a result of these programmes, the Lost Time Injury Frequency Rate (LTIFR) was 1.5 per million man hours worked, improving on the previous years rolling average of 4.5 and the Australian Mining Industry Average benchmark of 6. In so doing, setting a site record for the number of days without a lost time injury.

HIV/Aids educators have been trained to assist with an awareness programme. All employees attend information sessions to raise awareness of this critical issue. All employees are also educated in the prevention of Malaria which is supported by preventative measures on site.

Above: Emergency Response Team Training of site personnel to respond to emergency situations is integral to our safety management plan.

OBOTAN MINE - GHANA

Progress with the implementation of the Resolute Safety Management Plan (SMP), which emphasises Hazard Identification and Risk Assessment, is very encouraging. Obotan has maintained an excellent safety performance with the LTIFR currently 2.9 per million man hours last year. In so doing, also setting a site record for the number of days without a lost time injury.

The occupational health monitoring and screening system is well established, with continued monitoring of the work environment by a Ghanaian Occupational Health Specialist, Dr. Christine Mensah. Dr Mensah was sponsored by Resolute to undertake an Occupational Health Specialist course in the United Kingdom, and has gained experience through hands on work at Obotan.

In addition, the Obotan Health team focused on the following programmes:

Hepatitis A & B immunization programmes for employees.
HIV/AIDS awareness through education of the entire mine site workforce and local communities.
district Public Health polio vaccination programmes.
basic first aid training to the workforce and the local communities.
promotion of Community Self-Health initiatives.
assisting the local community to maintain a Self-Health Clinic manned by a Community Health Nurse.

ENVIRONMENT

The objectives of Resolute's environmental management programme are to:

comply with all applicable laws, regulations, tenement and permit conditions as a minimum standard for its environmental practices and management procedures.
integrate environmental and rehabilitation processes into exploration, mine planning, mining and metallurgical activities.
liase with Government bodies, statutory authorities, local communities and environmental management groups to maintain a pro-active stance on environmental issues.
facilitate the education of employees and contractors in relation to their roles and responsibilities in relation to environmental management.
undertake regular monitoring, audit and review of environmental procedures or practices as are appropriate to reflect the Company's corporate responsibility in environmental matters.

Resolute maintains a progressive style of rehabilitation, whereby disturbed areas are rehabilitated as soon as possible. Prior to disturbing an area, any suitable native seeds are harvested and the topsoil is stripped and stockpiled for future use. Resolute has established plant nurseries at each of its mine sites ensuring there is a plentiful and cost effective supply of 'native' plants for ongoing rehabilitation activities.

GOLDEN PRIDE MINE - TANZANIA

The Environmental Management Plan (EMP) for Golden Pride, developed in conjunction with the International Consulting firm Wardell Armstrong to international best practice standards, continued to provide guidance on environmental management issues at the Golden Pride Project.

This year, the Golden Pride Mine participated in the inaugural Presidential Environmental Excellence and Leadership Award for the mining operation that goes beyond mere compliance to environmental standards and regulations. At a ceremony on 12th September 2002, His Excellency, the President of the United Republic of Tanzania, Ndugu Benjamin William Mkapa, presented Resolute with this prestigious award.

Major environmental management activities undertaken during the year, aimed at implementing projects outlined in the EMP and going beyond compliance with environmental standards, rules and regulations, include:

ground water monitoring programmes on boreholes around the tailings dam for both Free CN and Total CN. These have not detected any anomalous results during the year.

during the wet season all surface water locations, replicating the baseline survey, were sampled and tested for Free and Total CN. No samples returned values exceeding the guideline limits.
250,000 seedlings of 32 native tree species have been propagated in the nursery to date for planting on the mine site and to give to local communities.
As part of the Resolute community environmental management support programme, a reforestation programme aimed at redressing the degraded environment and alleviating the acute shortage of fuel wood and building materials has been underway since the establishment of the Golden Pride Project nursery in 1999. Tree seedlings are donated to communities and Resolute staff provide advice to community members on tree planting and management including taking of statistics on seedlings survival rates.

Above: Golden Pride Nursery has propagated in excess of 250,000 seedlings for planting on the mine site and for donation to local community reforestation programmes.

OBOTAN MINE - GHANA

All water and air monitoring results during the year were in compliance with EPA regulatory standards confirming that mining activities have not impacted negatively on the environment.

Active maintenance was carried out on rehabilitated sites at Adubiaso Pit. A live hedge of madras thorn (Pithecellubium dulce) was planted within the abandonment bund around the pit to assist in restricting unauthorised entry into the completed pit. Creeping bean (mucuna pruriens) was broadcast onto the pit berms to initiate vegetation growth on the walls so as to reduce visual impact.

In June 2001, Adubiaso Pit was stocked with 20,000 fingerlings of Tilapia and 5,000 Catfish to convert it into a fish farm after initial water quality testing and manuring to create favourable conditions for the fish. Regular review in collaboration with the Fisheries Department has shown the fish have thrived and the latest estimate is some 1,000,000 fish are now in the farm.

To expand the diversity it is planned add one or two more fish species later this year. To manage the resource in the long term, communities are being formed into cooperatives and provided with fish farming training.

Initial crop trials last year confirmed that waste dumps could be returned to use as productive farmland. A second more systematic series of trial plots have been established on both Nkran and Adubiaso waste dumps based on slope characteristics, age of rehabilitation and the reclamation medium used in building the slopes. Soil tests were conducted on all trial plots and the profiles of the soils investigated to correlate information on soil status and crop performance. The trial plots were subdivided so that various farming methods could be tested. Harvests from crops including maize, tomato, garden eggs, pepper, cassava and banana have been analysed and confirmed for their wholesomeness for human consumption.

CORPORATE RESPONSIBILITY

Efforts continued throughout the year to correct the negative public perception about the mining industry as environmentally unfriendly through community mine tours to rehabilitated sites. Participants in recent tours were highly impressed about performance of trials on waste dumps and were convinced that mine disturbed areas can be reclaimed for farming activities. They also appreciated the fact that the traditional 'slash and burn' method of farming commonly practised in the area degrades vegetation and soil. A soil education program has commenced to educate farmers on soil characteristics and suitable crops to cultivate on various soil types.

The Abore waste dump was completed to final design in August 2002 and primary rehabilitation completed with slopes battered, top soiled and ripped. A total of 22,000 tree seedlings made of indigenous species (including Ofram, Emire & Onyina) and nitrogen fixing species like Senna semia, Leucaenia and Gliricidia were planted on the 19-hectare waste dump. Re-vegetation has been completed, with active maintenance to continue to ensure survival of the trees.

All remaining waste from the Abore South pit is now being used to backfill the completed North pit. An abandonment bund was constructed around the pit and the operational area fenced as safeguards against unauthorised entry into these areas.

EASTERN GOLDFIELDS-WESTERN AUSTRALIA

Environmental and rehabilitation responsibilities focussed on the ongoing rehabilitation and closure of Resolute's Eastern Goldfields mine sites (Chalice, Widgiemooltha, Higginsville, Bullabulling and Hopes Hill). In meeting rehabilitation commitments during the financial year Resolute rehabilitated approximately 95 hectares (ha). The main areas of activity included:

Progress towards the completion of all rehabilitation works associated with the Chalice Gold Project. This involved initiating the capping of the tailings storage facility and completion of the waste dump mining area (12 ha) and the rehabilitation of the mine access track $(32 \text{ ha})$ .
The rehabilitation of haul roads, completion of abandonment bunds, rehabilitation of the Poseidon South low grade stockpile and encapsulation of the northern and westerns walls of tailings storage facility (TSF) 1 at Higginsville (40 ha).
Rehabilitation of TSF 2 (11 ha) at the Bullabulling mine site. The second year of monitoring of the TSF trials established at both the Bullabulling and Hopes Hill mine sites was undertaken. In general, at Bullabulling the results are indicating some effective improvements to the tailings surface stability.
An integral component of the environmental management practices undertaken on the Eastern Goldfields mine sites is rehabilitation monitoring. Ecosystem Function Analysis (EFA) is the tool used to assess rehabilitation performance over time. EFA measures landscape function, vegetation dynamics and habitat complexity of both rehabilitated and natural areas. Results to date indicate that in general rehabilitation practices have provided systems, which are aiding the development of functional ecosystems. As a result of positive monitoring results Resolute has obtained the reduction of environmental performance bonds across the majority of rehabilitated areas.

Financial Report

FIRTHEYEXPENDED 20 JINE 2002

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Directors' Report

Your directors submit the report of Resolute Mining Limited for the year ended 30 June 2002.

DIRECTORS

The names and details of the directors of the Company in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

(a) Names, qualifications, experience and special responsibilities

Peter Ross Sullivan (Executive)

B.E., MBA

Mr Peter Sullivan was appointed Chief Executive Officer of the Company on 8 June 2001 and has been involved with the Resolute group since December 1999. Mr Sullivan is an engineer and has been involved in the development of resource companies and projects for more than 15 years. Mr Sullivan has four years experience in corporate finance with an investment bank and two years in a corporate development role with an Australian resource group. Mr Sullivan has considerable experience in the management and strategic development of resource companies.

Peter Ernest Huston (Non-Executive)

B. Juris, U.B (Hons), B.Com., U.M.

Mr Peter Huston was appointed to the Board as Chairperson on 8 June 2001 and has been a director of Resolute Limited since November 2000. After gaining admission in Western Australia as a Barrister and Solicitor, Mr Huston initially practiced in the area of Corporate and Revenue Law. Subsequently, he moved into the area of Public Listings, Reconstructions, Equity Raisings, Mergers and Acquisitions and advised on a number of major Public Company Roats, Takeovers and Reconstructions. Mr Huston is admitted to appear before the Supreme Court, Federal Court and High Court of Australia. Mr Huston was a partner of the international law firm now known as "Deacons" until 1993 when he retired to establish the boutique investment Bank and Corporate Advisory firm known as "Troika Securities Limited".

Thomas Cummings Ford (Non-Executive)

FAICO

Mr Themas Ford was appointed to the Board on 8 June 2001. Mr Ford is an investment banker and linancial consultant with over 30 years experience in the Inance industry. He retired as an executive director of a successful and well regarded Australian investment bank in 1991 and now fulfils a number of non-executive director roles. He is Chairman of RESIMAC Limited and a non-executive director of Amalgamated Holdings Limited and Australian Pipeline Trust.

(h) Interests in the shares and options of the Company and related hodies corporate

As at the date of this report, the interests of the directors in the shares and options of the Company and related bodies corporate were:

	Resolute Mining Limited
	Ordinary Shares	Options Over Ordinary Shares
P.Sellivan	372.750	2,124,250
P.Heston	890	266
T.Ford
	373,550	2.124.516

CORPORATE INFORMATION

Resolute Mining Limited ("RML" or the "consolidated entity") is a Company limited by shares that is incorporated and domiciled in Australia.

RML was incorporated on 8 June 2001 and was dormant for the period ended 30 June 2001. On 5 September 2001, RML acquired Resolute Limited ("RL") by way of a Scheme of Arrangement. Consolidated accounts have been prepared from this date.

RESULTS

Consolidated entity profit from ordinary activities after tax and outside equity interests for the financial year was $13,859,873 (2001: nil).

DIVIDENDS

No dividend has been declared.

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

The principal activities of entities within the consolidated entity during the year were:

gold mining; and
prospecting and exploration for minerals.

There has been no significant changes in the nature of those activities during the year.

EMPLOYEES

The consolidated entity employed 516 employees as at 30 June 2082 (2601; nil).

REVIEW OF OPERATIONS

Directors Report (continued)

(a) Production

The gold produced by the Obotan and Golden Pride operations since the date of acquisition (ie. 5 September 2001) of Resolute Limited to 30 June 2002 totalled 203,916 ounces. The cash cost per ounce for these operations for the corresponding period was A$390 per ounce.

(b) Exploration and Development

The group continues to be involved in exploration activity focusing primarily on gold resources within Africa and Australia. Exploration activity during the period has been undertaken at Obetan, Golden Pride, Indee, Belahoure and other areas of interest.

During the period, the consolidated entity amounced a significant upgrade of the mining reserves at the Golden Pride mine in Tanzania to 13.1m tonnes grading 2.5g/t Au for 1,072,967 ounces. It was also announced during the period that an upgrade to the Golden Pride plant would occur to increase throughput to 2.6m tonnes. per annum at a cost of US$10.6m (refer to "Significant Events After Balance Date" for information on the funding for the Golden Pride upgrade).

Further, an agreement was signed with Opus Exploration Pty Ltd to carry out exploration on the consolidated entity's 100% Indee tenements. In addition an agreement was reached to move to 190% equity in the Belahouro Project in Burkina Faso. BHP Minerals has agreed to convert its equity in the Belahouro Project to a 2.5% royalty.

A subsidiary of RML entered into a joint venture to explore the Nyakafuru project in Tanzania where Spinifex Gold Limited have identified resources on their Nyakafuru license totalling 3.6 million tonnes grading 6.29g/t for 736,000 ounces. The subsidiary of RML can earn up to 66% in the project on the following terms:

An initial 51% interest by expending US$3 million over 3 years with a minimum spend of US$1 million; and
An additional 15% interest by spending a further US$2 million over 2 years.

In addition a subsidiary of RML and Sub-Sahara Resources NL have entered into two joint ventures covering two tenement parcels in the highly prospective Victoria Greenstone Belt in Tanzania. The subsidiary of RML has the option to earn up to 70% of Sub-Sahara's interests.

(c) Corporate

The following significant corporate activities occurred during the year ended 30 Jane 2802.

The Scheme of Arrangement was approved by shareholders in the Supreme Court of Western Australia resulting in a simplification of the capital structure.
Following the early repayment of the Golden Pride facility, the consolidated entity became debt free.
A subsidiary of RML entered into an agreement to parchase the Abore orebody which was expected to deliver 100,000 ounces of production, extending the fife of operations at Obetan by approximately 12 months.
AGR Limited ("AGR") who own 95% of the Boroo Gold Project in Mongolia, and in whom the consolidated entity has an investment, indicated through an announcement that they had entered into an agreement with a Canadian mining company, Cameco Corporation ("Cameco") whereby Cameco became a major shareholder in AGR. Following an issue of AGR shares to Cameco, the consolidated entity's interest in AGR amounts to approximately 8%. The Boroo Gold Project is currently under the construction phase.
It was announced on 8 February 2002 that RML had agreed to subscribe for 30 million Spinifex Gold Limited shares at 7.5 cents each. This gave RML an interest of approximately 9% of Spinifex Gold Limited. This transaction formed part of the joint venture arrangements discussed in the Review of Operations - "Exploration and Development" section above.
A strategic alliance was initiated with Red Back Mining NL ("Redback") and a 4.5% interest was obtained through participation in capital raisings for Redback's Chirano Gold Project in Ghana.
Purchased 11% of Gallery Gold Limited which recently completed a pre-feasibility study for gold deposits in Botswana.
RML made a return of capital to shareholders of 10 cents per share. In addition a borals option issue of 1 option for every 3 RML shares held was made.
RE, a subsidiary of RML, announced on 26 June 2002 that it had executed a Deed of Release with Preston Resources Limited and various of its subsidiaries. The Deed will release RL from warranties, representations and material obligations and liabilities related to the Bulong Sale Agreement in return for:
- A release by BL of all debts and liabilities owing to it by Preston;
- Cancellation of RL's existing shareholding in Preston; and
- A release by BL of Preston's obligations to issue farther shares to RL.

All the conditions to the operation of the Deed of Release were satisfied subsequent to year end (refer to Note 39 (b) and Note 42 (d), Contingent Liabilities and Subsequent Events respectively for further information).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

Reorganisation of Corporate Structure

On 5 September 2001, both ordinary and preference shareholders of RL approved the Scheme of Arrangement ("Scheme") proposed by RL directors in an announcement to the ASX dated 22 June 2001. Under the Scheme, RML acquired 100% of RL. The terms of the Scheme were that RL ordinary shareholders received 1 RML share for every 5 RL ordinary shares held. RL preference shareholders received 2.25 RML shares and 7 cents cash for every 1 RL preference share held.

RML was incorporated on 8 June 2001 and was dormant for the period ended 30 June 2001. Due to the Scheme taking place as identified in the preceding paragraph, RML was no longer dormant.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

(a) Standard Bank Finance Facility

A finance facility with Standard Bank London was entered into to fund the US$10.6 million Golden Pride Upgrade Project. The Facility Agreement and associated agreements were executed on 19 July 2002 with an initial drawdown of US$9.4m on 23 July 2002. The US$11 million facility is a revolving line of credit with an expiration date of June 2006.

(h) Ashanti Goldfields Company Limited

Pursuant to the terms and conditions of the 1999 agreement with Ashanti Goldfields Company Limited ("Ashanti") to acquire their 50% interest in the Golden Pride project, a subsidiary of RML was obliged to pay a deferred purchase consideration of US$1.1m to Ashanti in July 2002 as a result of the average gold spot price exceeding US$295/oz for the Jane 2002 quarter. This liability is recorded in the accounts at 30 June 2002 in Note 15.

(c) Employee Share Option Plan

An announcement was made on 12 August 2002 in respect of the Directors' intention to issue up to 1,965,000 options under the "Resolute Mining Limited Employee Share Option Plan". Each option will be issued free of charge and is exercisable at a price of 81 cents. The options expire on 19 September 2007 and are exercisable in 3 periods being:

Exercise Period	Duration of Exercise Period	Portion of Options Exercisable
First	20/03/03 to 19/03/04	One third.
-Second-	20/03/04 to 19/03/09	- A further third, also any cotions not exercised during the first period.
Third.	20/03/05 to 19/09/07	The balance of options not previously exercised.

(d) Preston Resources Limited Deed of Release

On 30 August 2002 Preston Besources Limited notified BL that all conditions precedent had been satisfied and hence the Deed of Release became effective on this date. Refer Note 39 (b) and Note 42 (d).

(e) Placement to Specialist Resource Investors

An announcement was made to the market on 6 September 2002 whereby RML has agreed to raise A$7.7m by way of a placement of 10.65 million shares at 72 cents per share to two institutional resource investors, African Lion Limited and Resource Capital Funds I(LP,

LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The likely developments in the operations of the consolidated entity and the expected results of those operations in the coming financial year are as follows:

The continued production of gold from the Golden Pride mine.
Production is expected to cease at the Obotan mine in the December 2002 quarter. The project will move from a producing operation into a decommissioning; care and maintenance; and reclamation, rehabilitation and revegetation maniforing and maintenance stage.
Mineral exploration will centinue.
The consolidated entity will seek to expand its gold production activities by direct acquisition of projects or investments in other resource based companies.

ENVIRONMENTAL REGULATION PERFORMANCE

The consolidated entity's environmental obligations are regulated under both State and Federal Law. All environmental performance obligations are monitored by the Environment committee and subjected from time to time to Government agency audits and site inspections. The consolidated entity has a policy of at least complying, but in most cases exceeding its environment performance obligations. No environmental breaches have been notified by any Government agency during the year ended 30 June 2002.

DIRECTORS' AND OFFICERS' REMUNERATION

Remoneration of directors and senior executives of the Company is established by the Remoneration committee. Remoneration is determined as part of an annual performance review, having regard to market factors, a performance evaluation process and independent remuneration advice, with the overall objective of ensuring maximum shareholder benefit from the retention of a high quality Board and executive team. Executive directors' and officers' remuneration packages generally comprise salary, a performance based bonds where appropriate, and superannuation. Executives are also provided with longer term incentives via option schemes, which act to align the executives' actions with the interests of the shareholders.

The Remuneration committee plans to assess the performance of the directors on an annual basis as part of their review of director remuneration levels. The Chief Executive Officer evaluates the performance of all other serior executives. These evaluations are based on a range of criteria, including the Company's performance and whether long term strategic objectives and individual performance objectives have been achieved.

DIRECTORS' AND OFFICERS' REMUNERATION (continued)

Directors' Report (continued)

Details of remuneration provided to directors and the five most highly remunerated officers are as follows:

	BaseSalarvа	Consulting orDirectors Fees	Boaus	Superannuation	Value ofOptions (a)æ	OtherBenefits (b)
Director
P. Sullivan	228,603			27,432	28.253	49,421
혼 Huston		122.466	$\cdots$		1.11	100
T. Ford		24,493		1,969		100
Five most highly paid officers
R. Barnes	34,868	195.348	21,792	1111	$\cdots$
R.Clarke	205,431		14,009		1.11	18,679
6. Pierce		228.043
K. Baotist	27,720	198.812			1111	$\cdots$
M. Turner	156,664			12,695	$\cdots$	20,860

(a) 2,000,000 options were issued to Mr P. Sullivan during the year ending 30 June 2002. Each option entitles the holder to purchase 1 fully paid ordinary share in RML. Details of the terms and conditions of the options are set out in Note 37 (b) of the financial report. Based on the principles applied in the Australian Income Tax Assessment Act 1936, the fair value of each option at the issue date was 4.24 cents. As at the date of this report, one third of the total options had vested and hence one third of the total fair value of the options has been included above.

Other benefits include, where applicable, the cost to the Company of providing fringe benefits, the fringe benefits lax on those benefits and director indemnity insurance 池 premiums paid by the Company and all other benefits received by the executive.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS AND AUDITORS

During or since the financial year, the Company paid an insurance premium of $52,625 in respect of a contract insuring the Company's directors and officers against certain liabilities arising as a result of work performed in the capacity as directors. The premium paid is included as part of directors' remuneration in Note 32.

DIRECTORS' MEETINGS

The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each director were as follows:

	Full Board	Audit	Remuneration	Safety, Security &Occupational Health	Financial RiskManagement
– 8 Sullivan	20	1 1 b.			36
-- 8. Huston -	20			a.	ನ.
– T. Ford	20.	3136.	٠.,		ನ.
Namber of meetings held	20				35

Where a director did not attend all meetings of the Board or relevant committees whilst he was a director, the number of meetings for which the director was eligible to attend is shown in brackets

a. P. Huston and T. Ford are not members of this committee.
b. T. Ford replaced P. Sullivan on the Audit Committee on 19 December 2001.
Ć. T. Ford is not a member of the Remuneration Committee.

The details of the functions of the other committees of the Board are presented in the Statement of Corporate Governance Practices.

ROUNDING

RML is a company of the kind specified in Australian Securities and Investment Commission Class Order 98/0100. In accordance with that class order, amounts in the financial report and the Directors' report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

Signed in accordance with a resolution of the directors.

P.R. Sellivan Director

RE. Huston Director

The Board of Directors of Resolute Mining Limited is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Resolute Mining Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

COMPOSITION OF THE BOARD

The following points summarise the major corporate governance practices in relation to the composition of the Board:

The Board consists of 2 non-executive directors and one executive director being the Chief Executive Officer.

Statement of Corporate Governance Practices

The role of the Chair is strictly separated from that of the Chief Executive Officer.
Majority of the Board are independent in that they have no relationship with management of the corporate entity that would interfere with the exercise of independent. judgement, and that they are free from any material interest and any business or other relationship which could materially interfere with a Director's ability to act in the best interests of the company.
The Board has the required mix of skills and experience which enables it to function in an effective manner.

The directors in office at the date of this statement are:

Name	Position
P Sellivan	Chief Executive Officer
P. Flasten	Chair, Non-Executive Director
T Ford	Non-Executive Director

COMMITTEES OF THE BOARD

The Board is responsible for the internal control framework and has developed a set of policies, procedures and practices and various committees which enable the Board to monitor compliance with statutory requirements and implement best practice. Ad hoc committees are also established as the need arises. Each committee also has written terms of reference setting out its objectives and policies.

Committees which operated during the year were as follows:

Audit Committee

The Board has established an Audit Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes. This also includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non financial considerations. The Board has delegated the responsibility for the establishment of a framework of internal control and ethical standards for the management of the consolidated entity to the Audit Committee. The Committee also provides the Board with additional assurance regarding the reliability of the financial information for inclusion in the financial reports.

The following points summarise the major corporate governance practices in relation to the Audit Committee:

The Audit Committee consists only of non-executive directors.
Subsequent to 30 June 2002, the Chair of the Audit Committee was replaced by a non-executive to ensure that the Chair of the Audit Committee is separate from the Chair of the Board.
The external auditors are appointed by the Board on recommendations from the Audit Committee subject to shareholder approval.
The Audit Committee allows for time for discussions with the external auditors without the presence of management.

The Audit Committee is also responsible for:

Ensuring compliance with staturary responsibilities relating to accounting policy and disclosure.
Liaising with, discussing and resolving relevant issues with the auditors.
Assessing the adequacy of accounting, financial and operating controls.
Reviewing half year and annual financial statements before submission to the Board.

Remuneration Committee

The Remaneration Committee is responsible for determining and reviewing the compensation arrangements for the Directors themselves, the Chief Executive Officer, the executive team and employees. Recommendations are made to the Board on these matters.

The following points summarise the major corporate governance practices in relation to the Remuneration Committee:

Board fees are set within a limit approved by shareholders.
Management participate in an Employee Share Option Plan approved by shareholders which is linked to performance and aimed at enhancing shareholder value.

The details of the Directors' and officers' remuneration are provided in the Directors report, which precedes this statement.

Environment Committee

The main responsibility of this Committee is to monitor and review Resolute Mining Limited's environmental performance and compliance with relevant legislation and oversee Community Relations.

Safety, Security and Occupational Health Committee

The main functions of this Committee are to:

Oversee an employee education program designed to increase employee awareness of safety, security and health issues in the workplace.
Monitor safety statistics and reports to the Board on the results of incident investigations.

Statement of Corporate Governance Practices

Financial Risk Management Committee

The main responsibility of this Committee is to oversee risk management strategies in relation to gold hedging, currency hedging, debt management, capital management, cash management, investments and insurance.

BOARD RESPONSIBILITIES

As the Board acts on behalf of and is accountable to the shareholders, the Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations, in addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board seeks to discharge these responsibilities in a number of ways.

The Board has delegated responsibility for the day to day activities to the Chief Executive Officer, Mr Peter Sullivan and the Executive Team. The Board ensure that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the Chief Executive Officer and the Executive Team.

The Board is responsible for ensuring that management's objectives and activities are aligned with the expectations and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved. In addition to the establishment of the Committees referred to above, these mechanisms include the following:

The Board oversees the strategic direction of the entity.
Board approval of all budgets.
The Board receive detailed Board papers on a menthly basis showing the monthly and year to date performance of all aspects of the consolidated entity, compared to budget.
Procedures are in place to allow any Director or Committee of the Board to seek external professional advice as considered necessary, at the entity's expense.
Procedures are in place to incorporate presentations from senior Management at relevant Committee meetings on an as required basis to increase the Committees understanding of an area. Further, the Board may request further information from management from time to time on any issue.
In the event that a potential conflict of interest may arise, involved Directors withdraw from all deliberations concerning the matter.

INTERNAL CONTROLS AND RISK MANAGEMENT

Procedures have been established at the Board and executive management levels which are designed to safeguard the assets and interests of the consolidated entity, and to ensure the integrity of reporting. These include accounting, financial reporting and internal control policies and procedures. Business risks are documented and appropriate mitigating controls are established to ensure that the risk is reduced to an acceptable level.

The Board is responsible for the operation of the systems of internal control which, among other things, monitors and controls adherence to worker safety standards and the use of derivative financial instruments. With respect to the use of derivative financial instruments, key procedures to provide effective control include, Financial Risk Management conveitiee sign off on all new transactions involving derivative financial instruments and regular reporting of derivative positions to the Directors.

ETHICAL STANDARDS AND PERFORMANCE

The Board acknowledges the need for the highest standards of corporate governance and ethical conduct by all Directors and employees of the consolidated entity.

A fundamental theme is that all business affairs are conducted legally, ethically and with strict observance of the highest standards of integrity and propriety. The Directors and management have the responsibility to carry out their functions with a view to maximising financial performance of the consolidated entity. This concerns the propriety of decision making in conflict of interest situations and quality decision making for the benefit of shareholders.

MONITORING THE BOARD'S PERFORMANCE AND COMMUNICATION TO SHAREHOLDERS

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of the Board and of individual Directors is reviewed annually. Performance will be assessed against established objectives and performance will be monitored against these benchmarks.

The Board aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the directors. Information is communicated to the shareholders through:

The annual report which is distributed to all shareholders.
Haff yearly, quarterly reports and all Australian Stock Exchange announcements which are posted on the entity's web page. $\cdots$
The annual general meeting and other meetings so called to obtain approval for Board action as appropriate. $\overline{\phantom{a}}$
Continuous disclosure announcements made to the Australian Stock Exchange. $\cdots$

Statement of Einanctal Periornance

Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract C

			Consolidated		Resolute Mining Limited
	Note	2002$'000	2001$'000	2002$'000	2001$'000
Revenue from gold sales	2 (a)	117,479
Cost of sales	2(c)	(101,066)
Gross profit		16,423
Other revenues from ordinary activities.	2 街	3,500		44.271
Berrowing cost expense.	2德	${60}$		揃
Other expenses from ordinary activities	2(e)	(4,545)		(42, 890)
Prefit from ordinary activities before income tax		15,317		1.376
Income tax expense attributable to ordinary activities	3	(1,209)
Prefit from erdinary activities after income tax		14.108		1,376
Net profit attributable to outside equity interests.	26	248	$\cdots$
Net profit attributable to members of Resolute Mirang Limited		13,860		1,376
Net exchange difference on translation of financial report.of self-sustaining foreign operations	24	(4,513)
Tetal revenues, expenses and valuation adjustments attributableto members of Resolute Mining Limited and recognised directly in equity		(4,513)
Tetal changes in equity other than those resultingfrom transactions with owners as owners		9,347		1,376
Basic earnings per share (cents per share)	41	13.0
Dilated earnings per share (cents per share)	41	18.9

Statement of Financial Position

AS AT 30 JUNE 2002

an K

	Consolidated	Resolute Mining Limited






Other
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS




Other - deferred mining costs

TOTAL ASSETS





TOTAL CURRENT LIABILITIES









EQUITY
Parent entity interest:



Parent entity interest in equity



Retained profits

TOTAL EQUITY	59,129	50,276

The Statement of Financial Position as shown in the last annual report comprised cash of $1 and contributed equity of $1 and have been rounded to nil above.

Statement of Cash Flows

THE CONSTRUCTION OF A STATE 2002

			Resolute Mining Limited
Note	2002$'000	2001$'000	2002$'000	2001$'000

	121,391
	(98,005)		(1, 108)
	$\cdots$		10.541

	(61)


27(8)	23,936		9,461	$\cdots$

	(8,499)
	202
	(7,980)		(10, 913)
			16,418







	21,184		5,505

	{11,286}
	(72)		Ω.
	(14,40)		(14,401)
	(565)
	${26,324}$		(14,966)
	16.796
	$\ddotsc$
		$\ddot{\phantom{a}}$	$\cdots$	$\ddot{\phantom{a}}$
27(a)	15,622			à.
	27( d )	948(2,777)440536(6.165)(2,777)(615)2.660$\overline{\phantom{a}}$43,822(1.174)	Consolidated$\cdots$	倚33(3,617)3.617$\cdots$(565)

FOR THE YEAR ENDED 30 JUNE 2002

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accountine

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 including applicable Accounting Standards. Other mandatory professional reporting requirements (Urgent issues Group Consensus Views) have also been complied with.

The financial statements have been prepared in accordance with the historical cost convention, except for current investments which have been valued at lower of cost or market value and non-current investments which have been recorded at lower of cost or recoverable value. Cost in relation to assets represents the cash amount paid or the fair value of the asset given in exchange.

Changes in Accounting Policies

The accounting policies adopted are consistent with those of the previous year except for the accounting policy with respect to earnings per share.

The consolidated entity has adopted the revised Accounting Standard AASB 1027 "Earnings Per Share" and has for the first time, determined basic and diluted earnings per share in accordance with the revised Standard. Basic earnings per share (EPS) was previously calculated by dividing the profit from ordinary activities after tax and preference dividends by the weighted average number of ordinary shares outstanding during the financial year. In accordance with the revised AASB 1827, basic EPS is now calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Dileted EPS was previously determined by dividing the profit from ordinary activities after tax and preference dividends adjusted for the effect of earnings on potential ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilative) outstanding during the financial year. In accordance with AAS8 1027, diluted EPS is now calculated as net profit attributable to members, adjusted for:

costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

Principles of Consolidation

The consolidated financial statements include the financial statements of Resolute Mining Limited the parent entity), and its controlled entities, referred to collectively as the "consolidated entity"

All inter-entity balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the year, the results are included only from the date control commenced or up to the date control ceased.

Financial statements of fereign controlled entities presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with the consolidated entity's policy and generally accepted accounting principles in Australia.

Foreign Currency Transactions

Foreign currency items are translated to Aestralian currency on the following basis:

transactions are converted at exchange rates approximating those in effect at the date of each transaction;
amounts payable and receivable that are outstanding at the balance date and are denominated in foreign currencies have been converted to local currency using rates of exchange ruling at the end of the financial year; and
the financial statements of all self-sustaining foreign operations are translated using the current rate method where exchange gains or losses on translation are recorded in the foreign currency translation reserve. The financial statements of all integrated operations are translated using the temporal method. Exchange differences relating to monetary items are included in the Statement of Financial Performance, as exchange gains or losses, in the period when the exchange rates change, except where the exchange difference relates to the cost of acquisition of an asset under construction or otherwise being made ready for future productive use by the consolidated entity in its own operations. In these cases the exchange difference is included in the cost of the asset.

Cash

For the purposes of the Statement of Cash Flows, cash includes cash on hand, at financial institutions at call and gold bullion on hand at year end.

Inventories

Gold in circuit and stockpiles of enprocessed ore have been valued at the lower of cost and estimated net realisable value, in determining costs, an absorption basis is used including variable costs and an appropriate portion of fixed overheads. Average costs over the relevant period of production are assigned to balance date inventory quantities. Stores have been valued at cost less an appropriate provision for obsotescence. Cost is determined on a first-in-first-out basis.

Receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectable debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

Receivables from related parties are recognised and carried at the nominal amount due. Where interest is charged it is taken up as income on an accruals basis.

FOR THE YEAR ENDED 30 JUNE 2002

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred Mining Costs

Periodically, pre-strip and waste removal costs are incurred to enable mining of a new resource or a substantial re-design of a current pit. These pre-strip costs are deferred and amortised over the remaining life of the particular pit in accordance with the life of the pit strip ratio.

Joint Venture Operations

Interests in joint venture operations are brought to account by including in the respective financial statement categories:

the consolidated entity's share in each of the individual assets employed in the joint venture operation;
liabilities incurred by the consolidated entity in relation to the koint venture operation including the consolidated entity's share of any liabilities for which the consolidated entity is jointly and severally fiable; and
the consolidated entity's share of expenses of the joint venture operation.

Recoverable Amount

Non-current assets are not revalued to an amount above their recoverable amount, and where carrying values exceed this recoverable amount, assets are written down. In determining the recoverable amount the expected net cash flows have been discounted to their present value using a market determined risk adjusted discount rate of 6%.

Property, Plant and Equipment

(a) Cost and Valuation

Property, plant and equipment are carried at cost.

(b) Depreciation

Depreciation is provided on a straight line basis on all property, plant and equipment other than land.

Major depreciation periods are:

	Life	Method
Motor vehicles	3 vears	straight line
Office equipment	3 vears	straight line
Plant and equipment -	6 vears	straight line

Leased Assets

Finance leases, which effectively transfer to the consolidated entity all of the risks and benefits incidental to ownership of the leased item, are capitalised at the present value of the minimum lease payments, disclosed as leased property, plant and equipment, and amortised over the period the consolidated entity is expected to benefit from the use of the leased assets.

Lease payments are allocated between interest expense and reduction in the lease liability. Operating lease payments where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased iteras, are included in the determination of profit from ordinary activities in equal instalments over the lease term.

Mineral Exploration and Development Costs

The consolidated entity follows the area of interest method of accounting for exploration properties.

(a) Areas in Exploration and Evaluation

Exploration and evaluation costs related to an area of interest are carried forward only when rights of tenure to the area of interest are current and provided that one of the following conditions is met:

sach costs are expected to be recouped through successful development and exploitation of the area of interest, or alternatively by its sale; or
exploration and/or evaluation activities in the area of interest have not yet reached a state which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area are continuing.

Costs carried forward in respect of an area of interest that is abandoned are written off in the year in which the decision to abandon is made.

(b) Areas in Production

Areas in production represent the accumulation of all exploration, evaluation and development expenditure incurred by or on behalf of the entity in relation to areas of interest in which mining of a mineral resource has commenced. Amortisation of costs is provided on the unit-of-production method, with separate calculations being made for each mineral resource. The unit-of-production basis results in an amortisation charge proportional to the depletion of the economically recoverable mineral resources.

The net carying value of each mine property is reviewed regularly and, to the extent to which this value exceeds its recoverable amount (based on the higher of the net present value of estimated future net cash flows and its estimated sale value), that excess is fully provided against in the financial year in which this is determined.

FOR THE YEAR ENDED 30 JUNE 2002

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral Exploration and Development Costs (continued)

(c) Restoration Costs

Costs of restoration work are provided for and treated as production costs. The provision for restoration costs is reassessed at balance date.

Restoration and rehabilitation activity performed as part of the ongoing operations is expensed as it is incurred. The amount of restoration obligations required at the cessation of a particular minesite are provided for gradually over the mine's life of production. The restoration obligation recognised includes the costs of reclamation and waste site closure and are estimated on the basis of estimates of future costs on an undiscounted basis. Changes in estimates are dealt with on a prospective basis.

(d) Mine Closure

Mine closure costs are provided for once it is imminent that a mine's life is complete and it is probable that additional costs will be incurred in relation to the closure, which can be reliably measured.

Income Recognition

Reversie from production of gold is recognised when the product is ready for disparch to a gold refinery. Reversie from the sale of assets is recognised when control of the goods has passed to the buyer and interest revenue is recognised when control of the right to receive the interest payment is received.

Income Tax

Tax effect accounting is applied using the fability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the accounts and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses is not carried forward as an asset unless the benefit is virtually certain of being realised. The net future tax benefit relating to timing differences is not carried forward as an asset unless the realisation of the benefit can be regarded as being assured beyond any reasonable doubt. A future income tax benefit is brought to account where it offsets deferred tax liabilities in the same accounting period.

Goods and Services Tax (GST)

Reversies, expenses and assets are recognised net of the amount of GST except:

where the GST incurred on the purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

Cash Rows are included in the Statement of Cash Hows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Borrowing Costs

Borrowing costs (excluding interest) incurred in relation to the negotiation of financing facilities, are capitalised when incurred and amortised over the term of the toan. Interest is expensed as incurred, except where they retate to the financing of qualifying assets where they are capitalised up to the date of commissioning or safe and amortised over the life of the asset.

Provision for Employee Entitlements

Provision has been made in the financial statements for benefits accruing to employees in relation to annual leave and long service leave. All on-costs, including payroll tax, workers' compensation premiums and fringe benefits tax are included in determination of provisions. The non-current portion of long service feave is measured by estimating the present value of estimated cash flows of future entitlements. No provision is made for sick leave.

Employee Option Schemes

Certain employees are entitled to participate in option ownership schemes. The details are provided in Note 37. No remuneration expense is recognised in respect of employee options issued.

Financial Instruments

The consolidated entity uses derivatives to minimise exposure to negative movements in the foreign exchange rate and gold price. Where a hedge transaction is terminated early and the anticipated transaction is still expected to occur, the deferred gains or losses that arose on the hedge prior to its termination continue to be deferred and are included in the measurement of the transaction when it occurs. Where a hedge transaction is terminated early because the anticipated transaction is no longer expected to occur, the deferred gain or loss that arose prior to its termination is included in the Statement of Financial Performance for the period.

FOR THE YEAR ENDED 30 JUNE 2002

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Other Financial Assets

Interests in non-subsidiary, non-associated corporations are included in investments at the lower of cost and recoverable amount. Investments which are held for trading purposes are classified as current other financial assets, kivestments which are held for long term benefits are classified as non-current other financial assets.

Unearned Income

If a hedge is redesignated as a hedge of another exposure and the original anticipated transaction is still expected to occur as designated, the gains and fosses that arise on the hedge prior to its redesignation is deferred and then included in the measurement of the original anticipated purchase or sale when it takes place.

Earnings Per Share ("EPS")

Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any borius element.

Diluted EPS is calculated as the net profit attributable to members, adjusted for:

costs of servicing equity (other than dividends) and preference share dividends; ....
.... the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
other non discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any borals element.

Comparative Figures

Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures as a result of the first-time application of revised Accounting Standards AASB 1085 "Segment Reporting" and AASB 1042 "Discontinuing Operations".

			Consolidated		Resolute Mining Limited
		2002$'000	2001$'000	2002$'000	2001$'000
2.	PROFIT FROM ORDINARY ACTIVITIES
	Revenues from operating activities(a)
	Gold sales	117,479
	Total revenue from operating activities	117,479	u.	$\ddot{\phantom{a}}$
	Revenues from non-operating activities働
	Proceeds on sale of plant and equipment (Note 2 (f))Proceeds on sale of investments [Note 2 (f)]Interest income:	202536		44,271
	other persons/corporations	880
	Call option premiumOther income	1,754128
	Total revenue from non operating activities	3,500		44,271
	Total revenues from ordinary activities	120,979		44.271
	Cost of safes(c)
	Cash costs	79,431
	Amortisation of exploration & development costs	6,544
	Depreciation of mine properties, plant & equipment	8,221
	Royalty	3,405
	Gold in circuit adjustment	481
	Operational support costs	2,974	$\cdots$
	Total cost of sales	101,056
	Borrowing costs(d)
	Interest paid/payable to other entities	61		$\cdots$
	Interest paid/payable - related	$\ddotsc$		5
	Total borrowing costs	61		Ġ.
	Other expenses from ordinary activities(e)
	Management and administration expenses.	2,477		1.068
	Expense from sale of plant and equipment [Note 2 (f)]	67
	Expense from sale of investments [Note 2 (f)]	293		41,810
	Insurance costs	597		12
	Foreign exchange gain	(1,291)
	Write down of mineral exploration and development costs.	1,869	$\cdots$	$\cdots$
	Provision for diminution in value of investments.	313
	Depreciation of non-minesite assets	220	$\cdots$
		4,545	$\cdots$	42,890
	Profit on sale of assets捕Profit from safe of plant and equipment
	Profit from safe of investments	135243
				2,461
		378	$\cdots$	2,461	$\cdots$

eBerg

		Consolidated		Resolute Mining Limited
		2002$000	2001$'000	2002$'000	2001$'000
3.	INCOME TAX
	The difference between income tax provided in the financial statementsand the prima facie income tax is reconciled as follows:
	Profit from ordinary activitiesPrima facie income tax expense calculated thereon - 30% (2001 : 34%).	15,3174,595		1,376433
	Tax effect of permanent differences:tax benefit of investment allowancenon assessable profit on sale of assetstax benefit attributable to tax losses and timingdifferences not recognised in the current year.due to uncertainty of recoupment.recoupment of prior year tax losses	(2,805)(842)		(738)325$\ddot{\phantom{a}}$
	other	263
	Income tax expense attributable toprofit from ordinary activities	3,209
	Future income tax benefit arising from tax losses of theparent and controlled entities not brought to accountat balance date as realisation of the benefit is not regardedas virtually certain (tax rate at 30%, 2001 : 34%).	56,497		325
	The future income tax benefit will only be obtained if:
	future assessable income is derived of a nature and of an amount sufficient to enable the{a)benefit to be realised:
	the conditions for deductibility imposed by tax legislation continue to be complied40)with; and
	(c) no changes in tax legislation adversely affect the consolidated entity in realisingthe benefit.
	Due to the Australian Government reducing the company tax rate from 34% to 38% from 1 July2001, the fature tax benefit arising from tax losses has been determined using a 30% tax rate.
4.	DIVIDENDS PAID OR PROVIDED FOR
	Amount of unappropriated profits and reserves which could be distributed out ofexisting franking credits. The amount has been determined using a tax rate of 30%.	11,525		10,541
	There were no dividends paid or provided for during the year.
5.	CASH ASSETS
	Cash at bank	2,980
	Short term depositsGold baláen	3,1539,489
		15,622		$\cdots$

6.	RECEIVABLES (CURRENT)
	Sendry debtorsLoans receivable from controlled entities (a)	1,769		111,200
		1,769		1,231
	(a) Refer Note 31 (b)(i) for terms and conditions of foan.

FOR THE YEAR ENDED 30 JUNE 2002

	Consolidated		Resolute Mining Limited
	2002$'000	2001$000	2802$'000	2001$'000
OTHER FINANCIAL ASSETS (CURRENT)
Shares guoted on a prescribed stock exchange:- at cost.- provision for diminution	887(223)
Total listed shares	664	u.	a.	$\mathbf{r}$
Unlisted shares in other corporations - at cost- at cost (a)- provision for diminution (a)	3,579(90)
Total unlisted shares	3,489	$\ddot{\phantom{a}}$	$\cdots$	$\ddot{\phantom{a}}$
TOTAL OTHER FINANCIAL ASSETS (CURRENT)	4,153
Aggregate market value of shares listed on a prescribed stock exchange	664	$\cdots$	$\cdots$
This kivestment is in AGR Limited. AGR Limited's principal asset is the Boroo gold projectin Mongolia. The recoverability of this investment in AGR Limited is dependant upon thesecressful development of the Bereo gold project.
INVENTORIES (CURRENT)
Sekt in circuit - at costConsumables -- at costProvision for dimination in valueOre stockpiles - at cost	2,3945,167(13)11,711
	19,259		$\cdots$	$\cdots$
OTHER CURRENT ASSETS
Deferred mining costsPrepayments	461938	$\cdots$	$\cdots$2	$\ddot{\phantom{a}}$
	1,389		2	$\cdots$
	10. RECEIVABLES (NON-CURRENT)

Loans receivable from controlled entities (a) Term deposits

(a) Refer Note 31 (b)(i) for terms and conditions of lean.

27,276

$\sim$

$\bar{m}$

$\cdots$

$51$

$\bar{m}$

$\ddot{\phantom{a}}$

Notes to and Equiling Part of the Emerical Statements

FOR THE YEAR ENDED 30 JUNE 2002

		Consolidated		Resolute Mining Limited
		2002$000	2001$7000	2002$'000	2001$'000
	11. OTHER FINANCIAL ASSETS (NON-CURRENT).
(a)	Listed InvestmentsShares listed on prescribed stock exchange:il Shares in other entities - at cost	7.137	$\cdots$	7.137
	Total listed shares	7.337		7.137
${b}$	Unlisted Investmentsi) Shares in controlled entities (Note 29) - at costii) Shares in other entities - at cost.	$^{22}$		16,408
	Total unlisted shares.	22		16.408
	TOTAL OTHER FINANCIAL ASSETS (NON-CURRENT).	7.359		23.545
	Aggregate market value of shares listed on a prescribed stock exchange	11.454		11.454

(c) Investments in Associated Companies

As at 30 June 2002, BL a subsidiary of RML held a 25.9% (2001: 25.9%) interest in Preston Resources Limited ("Preston"). As at 30 June 2002, the investment in and loans to Preston are recorded at nil value. Therefore, the failure to account for Preston's result will have no impact on the consolidated entity's operating profit after tax for the year ended 30 June 2002, or the Statement of Financial Position as at 30 June 2002.

Refer to Note 39(b) and Note 42(d), "Contingent Liabilities" and "Subsequent Events" for further information in relation to the Preston Deed of Release. The Beed refeases RL from warranties, representations and material obligations and fiabilities related to the Bulong Sale Agreement in return for:

$\cdots$ A release by RL of all debts and liabilities owing to it by Preston;
Cancellation of BL's existing shareholding in Preston; and $\cdots$
A release by RL of Preston's obligations to issue further shares to RL.

As a result of the Deed of Release becoming effective subsequent to 30 June 2002, the above items have also come into effect.

12. MINERAL EXPLORATION AND DEVELOPMENT INTERESTS

The consolidated entity has mineral exploration and development costs carried forward in respect of areas of interest in the following minerals and phases: (a) Gold

i) Areas in Production (at cost).
Batance at beginning of the year
- Acquired during the year.	10,797
- Expenditure for the year	2,139	1111
- Amount amertised during the year.	(6,544)
- Amount written off during the year.	(665)
- Foreign currency translation	330
Balance at the end of the year	6,037
iii) Areas in Exploration and Evaluation (at cost).
Balance at beginning of the year
- Acquired during the year.	2,630
- Expenditure for the year	4,026
- Amounts written off during the year	(3,214)	1111	1111
- Foreign currency translation	(63)
Balance at the end of the year.	5,379
Total costs carried forward	11,416

Ultimate recoupment of costs carried forward, in respect of areas of interest in the exploration and evaluation phase, is dependent upon the successful development and commercial exploration, or alternatively the sale of the respective areas at an amount at least equivalent to the carrying value.

Legislative developments and judicial decisions (in particular the Mabo case), may have an adverse impact on the exploration and production activities of the consolidated entity and on the consolidated entity's ability to fund those activities. It is not possible at this time to assess the impact (if any) of these developments on the operations of the consolidated entity.

		Consolidated		Resolute Mining Limited
	Note	2002$'000	2001$100	2002$ 100	2001$'000
13. PROPERTY, PLANT & EQUIPMENT
Buildings - at costAccumulated depreciation		2,638(631)	$\ddot{\phantom{0}}$
	13(a)	2,807	$\cdots$
Mine properties, plant and equipment - at costAccuraclated depreciation		40,856(5,997)	ä,
	13(a)	34,059	$\cdots$	$\cdots$	$\cdots$
Motor vehicles - at costAccumulated depreciation		1,424(787)	ă.
	13(a)	637	$\cdots$	$\cdots$
Office equipment - at costAccumulated depreciation		1,248(397)	$\cdots$
	13(a)	851	$\cdots$	$\cdots$
Plant & equipment, vehicles, effice equipment, fixtures & fittings under lease- at capitalised costAccumulated assortisation		103(15)	ä.$\cdots$	$\cdots$
	13(a)	88	$\cdots$	$\cdots$
TOTAL PROPERTY, PLANT & EQUIPMENTCostProvision for depreciation & amertisation		45,469(7, 827)	ä,$\cdots$
Tetal written down amount.		37,642	u.	$\cdots$	$\cdots$
13 (a) Reconciliations
BuildingsCarrying amount at beginning of the yearAdditionsAcquisitionsDepreciation expenseNet foreign exchange movement		62,800(680)(119)2,807
Mine properties, plant and equipmentCarrying amount at beginning of the yearAdditionsAcquisitionsDepreciation expenseNet foreign exchange movement		$\cdots$12,12030,556(6, 444)(2,172)
		34,059
Motor vehiclesCarrying amount at beginning of the yearAdditionsAcquisitionsDisposalsDepreciation expense		1891,359(56)(854)
		637

i y

	Consolidated		Resolute Mining Limited
	2002$000	2001$'000	2002$'000	2001$'000
13. PROPERTY, PLANT & EQUIPMENT (continued)
Office equipment
Carrying amount at beginning of the year
AdditionsAcquisitions	741,248
Disposais	${6}$
Depreciation expense	(42!)
Net foreign exchange movement	(45)
	853
Plant & equipment, vehicles, office equipment, fixtures & fittings under lease- at capitalised cost
Carrying amount at beginning of the year
Additions
AcquisitionsDisposals	136(6)
Amortisation expense	(42)
	88
14. OTHER NON CURRENT ASSETS
Deferred mining	14,573

15. PAYABLES (CURRENT)
Trade creditors	24,936		1,136
Other creditors and accruats	1,212	$\cdots$	$\cdots$
	26,148	$\ddotsc$	1,136	$\cdots$
16. INTEREST BEARING LIABILITIES (CURRENT)
Lease §ability - secured (a) & (Note 36)	26
(a) The lease liability is secured by a charge over the leased assets.
17. TAX LIABILITIES (CURRENT)
Provision for income tax	732
18. PROVISIONS (CURRENT)
Employee entittements (Note 37)	1,971
Dividend payable	170
Site restoration	3,548
Mine closureAbore acquisition (refer Note 39 (e))	2,3422,240
Deferred foreign exchange and gold hedging fosses.	1,069
Unearned income	1,399
	12,739
19. INTEREST BEARING LIABILITIES (NON-CURRENT)
Lease fiability (Notes 16 (a) and Note 36)	7

膶

FOR THE YEAR ENDED 30 JUNE 2002

		Consolidated		Resolute Mining Limited
	2002$'000	2001$'000	2002$'000	2001$'000
20. PROVISIONS (NON-CURRENT)
Site restoration	5,740
21. DEFERRED TAX LIABILITIES
Provision for deferred tax liabilityProvision for deferred tax liability offset by carried forward lesses	11,657(3.145)
	8,512
22. OTHER LIABILITIES
Amount payable to controlled entities (Note 29).			622
23. EQUITY
(a) Contributed equity
Ordinary share capital 153,813,168 ordinary fully paid shares (2001: 1)	48,900		48.900
Movements in contributed equity仙
Balance at the beginning of the year
Issue of 155,278,320 RML shares pursuant to the Scheme.of Arrangement with Resolute Limited [Notes 27(c) and (d)]	64,984		64.984
Beyback of enmarketable parcels of 1,465,163 shares	(703)		(703)
Return of capital on 153,813,168 shares at 10 cents per share	(15,381)		${15,333}$
Balance at the end of the year	48,900		48.900

(c) Employee Share Options

Refer to Note 37 (b) for details of the Employee Share Option Plan. Each option entitles the holder to purchase one share. The names of all persons who currently hold employee share options, granted at any time, are entered into the register kept by the Company, parsuant to Section 215 of the Corporations Act 2901. Persons entitled to exercise these options have no right, by virtue of the options, to participate in any share issue by the parent entity or any other body corporate.

(d) Share Options

During the financial year, 51,269,059 options were issued to shareholders as part of a bonus issue (on the basis of 1 option for every 3 ordinary shares). The options have an exercise price of 80 cents and have a 3 year term (expiry date is 11 June 2006). These options are listed on the Australian Stock Exchange.

A further 2,460,000 options were issued during the year at an exercise price of $2.20 with an expiry date of 4 January 2005.

24. RESERVES

	Foreign currency translation reserve (a)	(4.513)
(a)	Movements in foreign currency translation reserve
	Balance at the beginning of the year
	Translation of foreign entities Statements of Financial Position	(4,513)	1111
	Balance at the end of the year.	(4,513)
	25. RETAINED PROFITS
	Retained profits at the beginning of the year.
	Net profit attributable to members	13,860		1.376
	Retained profits at the end of the financial year	13.860		1.376

FOR THE YEAR ENDED 30 JUNE 2002

			Consolidated		Resolute Mining Limited
	Notes	2002$000	2001$'000	2002$'000	2001$'000
26. OUTSIDE EQUITY INTEREST
Analysis of outside equity interest in controlled entities:Share capitalReservesRetained profits		770(136)248882
Reconciliation of outside equity interest in controlled entities:
Balance at the beginning of the yearAdd outside equity interest acquired as part of the Scheme of Arrangement (Note 27(d))Add share of operating profit$\cdots$Add share of foreign currency translation reserve$\cdots$Balance at the end of the year.		770248(336)882
27. NOTES TO THE STATEMENT OF CASH FLOWS
- Reconciliation of Cash(a).Cash at the end of the year as shown in the Statement of Cash Rows isrepoorled to the related items in the Statement of Financial Position as follows:
Cash at bark	5	2,980
Short term deposits	5	3,153
Gold bullion	5	9,489
		15,622

At 30 June 2002, the consolidated entity had $15.6 million in cash and bullion, of which $3.2 million is subject to certain restrictions pursuant to the group's performance bond credit facility agreements. The restrictions involve Resolute maintaining a retention account requiring a minimum balance. The statement has been prepared on the basis that the cash which is subject to certain restrictions is still cash or a cash equivalent as defined in AASB 1026.

(b) Reconciliation of Net Profit from Ordinary Activities After Income Tax to the Net Cash Flows from Operating Activities

Net prefit from ordinary activities after income tax.	14,108		1.376
Add/(Deduct) Non Cash Items:-
Write down of mineral exploration and development costs	1.869
Depreciation and amortisation of property, plant and equipment	8,443
Amertisation of exploration and development costs.	6,544
Other	432
Profit on sale of property, plant and equipment.	員35}
Profit on sale of investments	(243)		(2,461)
Foreign exchange gain.	(1,293)
Provision for dimination in value of investments	313	$\cdots$	$\cdots$
Provision for employee entitiements	78
Pravision for stock obsciescence	13
Changes in Assets and Liabilities:
Receivables	699		(31)
Inventories	(4.222)
Investments	1.11		10,541
Prepayments	256		(2)
Deferred mining costs	(2,843)
Creditors	3,691		18
Provision for taxation	(1,385)		$\cdots$
Provisions	(2,064)
Deferred foreign exchange and gold losses.	(3,607)
Deferred tax liability	(176)
Unearned income	1,399
Cash Flow from Operating Activities	21,936		9,461

FOR THE YEAR ENDED 30 JUNE 2002

27. NOTES TO THE STATEMENT OF CASH FLOWS (continued)

The acquisition of 100% of the shares of Resolute Limited was funded by a combination of cash and non cash consideration. The non cash consideration was $65 million being the issue of 155,278,320 Resolute Mining Limited shares at an issue price of $8.42 per share.

(d) Details of the assets and liabilities of Resolute Limited acquired on 5 September 2001 via the Scheme of Arrangement are as follows:

	Total$'000
Consideration
shares issued	64,984
cash paid$\cdots$	3,776
less dividend received post acquisition	(10, 541)
	58,219
Outside equity interest	770
	58,989
Net assets of controlled entities acquired at date of acquisition:
cash$\cdots$	18,837
gold bullion$\cdots$	28,761
sandry debtors$\ddotsc$	2,400
current investmentsprepayments	3381,193
gold in circuit$\cdots$	2,996
warehouse stocks$\ddot{\phantom{a}}$	4,390
consumables	1,610
ore stockpiles$\cdots$	8,930
deferred mirring costs$\cdots$	12,181
loans receivable from other entities.$\ddot{\phantom{a}}$	2.113
term deposit$\cdots$	53
investments	3,626
exploration & development areas$\cdots$	9,683
property, plant & equipment	36.098
	133,129
trade creditors	(36,386)
borrowings	(10, 931)
lease liability$\cdots$income tax payable$\cdots$	(105)(2,124)
employee entitlements$\cdots$	(1,892)
dividend payable	(10,712)
provision for Abore acquisition$\cdots$	(3,155)
site restoration$\ddot{\phantom{a}}$	(11, 194)
deferred foreign exchange and gold hedging losses	(5,968)
deferred tax liability	(9,254)
mine closure$\cdots$	(2,500)
Fair value of net tangible assets	58,989
Net cash effect:
Cash consideration	(3,776)
Cash included in net assets acquired	47,598
Cash received on parchase of controlled entity as reflected in the consolidated accounts	43,822

(e) Disposal of Controlled Entities

During the year, the following controlled entities were deregistered:

Arkell Pty Ltd; Boddington Gold Pty Ltd; Ishtar Pty Ltd; Repet Pty Ltd; Serpens Pty Ltd and T.K.F. Investments Pty Ltd. The transactions had no cash effect.

FOR THE YEAR ENDED 30 JUNE 2002

		Consolidated		Resolute Mining Limited
	2002$000	2001$'000	2002$'000	2001$'000
28. EXPLORATION AND DEVELOPMENT COMMITMENTS
Developmentf 6 )Due within one year.	9.900

(b) Exploration

Due to the nature of the consolidated entity's operations in exploring and evaluating areas of interest, it is very difficult to accurately forecast the nature or amount of future expenditure, although it will be necessary to incur expenditure in order to retain present interests in mineral tenements. Expenditure commitments on mineral tenure for the parent entity and consolidated entity can be reduced by selective relinguishment of exploration tenure or by the renegotiation of expenditure commitments. The minimum level of exploration commitments expected in the year ending 30 June 2003 for the consolidated entity and parent entity is $5.5 million (2003; nil) and nil (2001; nil) respectively. This includes the minimate amounts required to retain tenure.

29. CONTROLLED ENTITIES

The following were controlled entities at 30 Jane 2002 and have been included in the consolidated accounts. All entities in the consolidated entity carry on business in their place of incorporation. The balance dates of all controlled entities are the same as that of the parent entity. Refer to Note 27(d) and (e) respectively for details on the acquisition and disposal of controlled entities.

Name of Controlled Entity andCountry of Incorporation	Consolidated EntityCompany Holding the Investment	Book Value of DirectInvestment Held		Percentage of shares heldby Consolidated Entity
		2002$000	2001$'000	2002$\frac{1}{2}$	2001$\frac{1}{2}$
Abore Mining Company Limited, Shana	Associated Gold Fields NE	$\cdots$	$\cdots$	90	$\cdots$
Associated Gold Fields N.L., Aust. (a)	Resolute Limited			100
	Kiwi International Resources Pty Ltd
	Taki Nominees Pty Ltd
Broken Hill Metals Pty Ltd, Aust. (a)	Resolute Limited		$\ddotsc$	100
Colreavy Pty Ltd, Aust. (a)	Resolute Limited	$\cdots$	$\cdots$	100	$\cdots$
Equity in Industry Pty Ltd, Aust. (a)	Resolute Limited	$\cdots$		100	$\cdots$
Excaliber Pty Etd, Aust. (a)	Resolute Limited			100
Excise Holdings Pty Ltd, Aust. (a)	Equity In Industry Pty Etd			100
Geometals Oil Exploration Pty Ltd, Aest. (a)	Stockbridge Psy Etd			100
Ghara Mining Investments Pty Etd, Aust. (b)	Associated Gold Fields NE			100
Goudhurst Pty Ltd. Aast. (a)	Stockbridge Ptv Etd			100
Holdway Pty Ltd, Aust. (a)	Resolute Limited	$\cdots$	$\cdots$	100	$\cdots$
Kiwi Goldfields Limited, Ghana	Associated Gold Fields NE	$\sim$	$\ddot{\phantom{a}}$	100
	Kiwi International Resources Pty Ltd
Kiwi International Resources Pty Ltd, Aust. (b)	Associated Gold Fields NL	$\cdots$		100
Mabangu Mining Ltd, Tanzania	Resolute (Tanzania) Limited	$\cdots$	$\cdots$	100	$\cdots$
Mabangu Exploration Ltd, Tanzania	Resolute (Tanzania) Limited	$\cdots$		100
Marapana Gold Pty Ltd, Aust. (a)	Resolute Limited	$\cdots$	$\ddot{\phantom{a}}$	100	$\cdots$
N & J Mitchell Prospecting Pty Ltd, Aust. (b)	Resolute Limited			100
Obenemase Gold Mines Ltd, Ghana (b)	Ghana Mirang kivestments Pty Ltd.	u.		90	u.
Paulsens Gold Pty Ltd, Aust. (b)	Resolute Limited		$\sim$	100	$\cdots$
Radio Hill Pty Etd, Aust. (a)	Resolute Limited			100	$\cdots$
Resolute Amansie Limited, Ghana	Associated Gold Fields NE		$\ddot{\phantom{a}}$	90	$\cdots$
	Kiwi International Resources Pty Ltd
Resolute (Ghana) Limited, Ghana	Associated Gold Fields NE	$\cdots$	$\ddot{\phantom{a}}$	100	$\cdots$
Resolute Limited, Aust.	Resolute Mining Limited	16,408	$\overline{\phantom{a}}$	100
Resolute Resources Limited, Aust. (a)	Resolute Limited	$\cdots$	$\ddot{\phantom{a}}$	100	$\cdots$
	Excatibur Pty Ltd
	Stockbridge Pty Etd
Resolute (Tanzania) Limited, Tanzania	Resolute Limited			100
Resolute (West Africa) Limited, Jersey (b)	Associated Gold Fields NE	$\cdots$		100
Resolute (West Africa) Mining Co.SA, Burkina Faso (b)	Resolute (West Africa) Limited		$\ddotsc$	100	$\cdots$
Stockbridge Pty Ltd, Aust. (a)	Excatibur Pty Ltd			100
Stockbridge Services Unit Trust, Aust. (b)	Stockbridge Pty £td	$\cdots$	$\ddotsc$	100
Taki Nominees Pty Ltd, Aust. (b)	Resolute Limited	$\cdots$	$\ddot{\phantom{a}}$	100	$\cdots$
Uralla investments Pty Ltd, Aust. (a)	Stockbridge Pty Etd	$\cdots$	$\ddot{\phantom{a}}$	100	$\ddot{\phantom{a}}$
		36.408

FOR THE YEAR ENDED 30 JUNE 2002

29. CONTROLLED ENTITIES (continued)

(a) Pursuant to a class order and an assumption deed dated 4 June 1996, relief has been granted to this controlled entity of Resolute Limited from the Corporations Act 2001 requirements for preparation, audit and publication of accounts. As a condition of the class order, Resolute Limited and the controlled entity subject to the class order, entered into a deed of indemnity on 22 May 1995. The effect of the deed is that Resolute Limited has guaranteed to pay any deficiency in the event of winding up of the controlled entity. The controlled entity has also given a similar guarantee in the event that Resolute Limited is wound up. Resolute Limited will prepare and lodge accounts which will disclose the Statement of Financial Position and Statement of Financial Performance of the closed group.
(b) This entity is not audited. A review of the entity's results and position is performed for the purpose of inclusion in the consolidated entity's accounts.

30. DISCONTINUING OPERATIONS

In July 2001, a company which is now a sobsidiary of Resolute Mining Limited entered into a contract with Shield Telecommunications Limited and its wholly owned subsidiary, Leo Shield Exploration Ghana Ltd, to purchase their interests in Abore Mining Company Limited ("AMC"). The major asset of AMC is the Abore gold deposit which is contained in the Abore Mining Lease, located approximately 20 kms north of Resolute's Obotan Gold Mine in Ghana. This deposit was expected to deliver approximately 100,000 cences of prodection and extend the life of operations at Obotan by approximately 12 months.

Mining at the Abore concession and milling of the Abore ore commenced in the December 2001 quarter. Given the mine life was expected to extend the life of the operations at Obotan by approximately 12 months, it is expected that the operations at Obotan will cease in the December 2002 quarter.

With the expected cessation of the Abore concession in the December 2002 quarter, costs in relation to decommissioning; care and maintenance; and reclamation, rehabilitation and revegetation monitoring and maintenance will be incurred. The timing of the cash outflows in relation to these items is anticipated to extend across a 12 month period commencing in approximately the March 2083 quarter.

The Obotan operations are reported within the Ghana section of the segment report as disclosed in Note 35.

The financial performance of the Obotan operations for the period ended 30 June 2002 are as follows:

	ZUUZ$'000
Reversies from ordinary activitiesExpenses from ordinary activities.	45.515(43, 412)
Profit before income tax benefitIncome tax benefit refating to ordinary activities.	2.18373
Prefit from ordinary activities after income tax benefit	2,176,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
The net cashflows attributable to the Obotan operations for the period ended 30 June 2002 are as follows:
OperatingInvestingFinancing	7,953(6,287)
Net cash inflows	1.746*************************
..

The cariving amounts of assets and liabilities as at 30 June 2002 are disclosed in the segment report at Note 35. The final determination as to which assets will be settled and the fining of these settlements through entering into binding contracts for disposal is yet to be determined.

FOR THE YEAR ENDED 30 JUNE 2002

31. RELATED PARTY TRANSACTIONS

(a) The Directors of the Company who held office during the financial year, unless otherwise indicated were: Peter Ross Sullivan
- Peter Ernest Fleston

Thomas Cummings Ford

(b) The following related party transactions occurred during the year:
- i) Transactions with related parties in the wholly owned consolidated entity
  - The parent entity entered into the following transactions during the year with related parties:
  - Acquired 190% of the ordinary shares and $2.00 converting preference shares in RL from existing shareholders of RL in exchange for shares in RML. Reiders of RE ordinary shares received 1 RML share for every 5 ordinary shares and holders of RE$2.00 converting preference shares received 2.25 RML shares and 7 cents cash for every RL $2.00 converting preference share held.
  - As approved by shareholders, RL provided financial assistance to RML in connection with the acquisition of all shares in RL by RML by providing an ansecured loan to RML (repayable on demand and bearing a fixed rate of 7% per annum) to enable RML to pay the cash component to the holders of the RL $2.00 converting preference shares as contemplated by the Scheme of Arrangement. As at 30 June 2002 this loan had been fully repaid.
  - RML received a $18.541m $2.60 converting preference share dividend from RL
  - In December 2003, RL bought back and cancelled 100% of its' $2.00 converting preference shares by providing consideration of $44.273m to RML. RML recorded a $2.461m profit in relation to the transaction. At year end, BL, as a result of this share buyback, owed $28.476m to RML. This receivable in RME's accounts is ansecured, interest free and has no set terms of repayment.
  - Management fees of $600,000 (2001; nil) were paid to a wholly owned controlled entity by RML during the year. All transactions were on normal commercial terms and conditions.
  - During the period, RML provided financial accommodation to RL by way of granting a standard parent entity guarantee to various hedging counterparties over the performance of RL's obligations under ISDA Master Agreements with those hedging counterparties. A similar parent entity guarantee was also provided during the period to one of RL's environmental performance bond credit facility providers.

2002

2801

Appropriate disclosures of amounts due to and receivable from related parties are contained in the notes to the financial statements.

ii) Transactions with other related parties

		------$'000	.$'000
	Management fees and technical services paid to a wholly owned controlled entity by Resolute Amansie Limited.	1.100
$\cdots$	Due to a common directorship of Mr Michael Carrick, (director of RL up until 2 November 2001) AGR Limited isdeemed to be a related party up to 2 November 2001, $614,810 was advanced to AGR Limited up until the dateMr Carrick ceased to be a director of RL. The loan is unsecured and attracts an interest rate of 8%.During the financial year the loan was fully repaid.

(iii) Director related transactions
- During the year Troika Legal were paid $184,289 in legal fees which are in addition to fees disclosed in the Directors' and Officers' Remuneration. Mr Huston is a partner of this firm.
  - All transactions were on normal commercial terms and conditions.
- As part of the Scheme of Arrangement approved by shareholders, the following shares were isseed to directors on the basis of 2.25 RML ordinary shares for every 1 Resolute Limited preference share, and 1 RML ordinary share for every 5 Resolute Limited ordinary shares:

Mr P.Sullivan	222,750 RML ordinary shares
Ma Péastna i	800 RML ordinary shares

In conjunction with the Scheme of Arrangement approved by shareholders, $6,930 was paid to Mr P.Sullivan being 7 cents for every 1 Resolute Limited preference share held.
As approved by shareholders, RML issued a 1 for 3 borals option issue at an exercise price of 80 cents. As part of this arrangement the following options were issued to directors:

Mr P.Sullivan	124,250 options
Mr P.Huston	266 esticas

FOR THE YEAR ENDED 30 JUNE 2002

31. RELATED PARTY TRANSACTIONS (continued)

Interests in the shares of entities within the consolidated entity held in aggregate by directors of the reporting entity and their director-related entities, as at 30 June 2002:

Type of Security	Balance held at30 June 2002	Balasce heid at30 June 2001
- Resolute Mining Limited ordinary shares	373.550
Resolete Mining Limited options	2.124.516	1111

(d) Movements in Directors' shareholdings

During the year, Mr P.Sullivan acquired 150,000 ordinary shares on market. Mr P.Sullivan also acquired 2,000,000 options at 42 cents (refer Note 37 (b)) and a further 124,250 bonus options to subscribe for RML fully paid ordinary shares with an exercise price of 80 cents each and an expiry date of 11 June 2005. During the year, Mr P.Huston acquired 266 bonus options to subscribe for RML fully paid ordinary shares with an exercise price of 80 cents each and an expiry date of 11 Jane 2005.

There have been no other transactions concerning equity instruments during the financial year with directors or their director-related entities. The issue of options to directors have been entered into with terms and conditions no more favourable than those that the entity would have adopted if dealing at arm's length.

(e) Resolute Mining Limited is the ultimate Australian holding company and there is no controlling entity of Resolute Mining Limited at 30 June 2002.

32. REMUNERATION OF DIRECTORS

	Consolidated		Resolute Mining Limited
	2002	2001	2002	2001
The total of all income paid or payable, directly or indirectly, from the respectiveentities of which they are a director, or from any related party, to all the directorsof each entity in the consolidated entity.	1.467.870	*****************************
The total of all income paid or payable, directly or indirectly, from the Companyor any related party to the directors of Resolute Mining Limited.			482.827
The number of directors of Resolute Mining Limited whose remuneration falls within
the following bands:			2802	2001
$$0 - $9.999$				3
$20,000 - $29,999
$120,900 - $129,999
$330,000 - $339,993
The figures provided for the 2002 figancial year relate to the period from

5 September 2001 to 38 June 2002. Prior to 5 September 2001, Resolute Mining Limited was dormant.

33. REMUNERATION OF EXECUTIVES

.	Consolidated		Resolute Mining Limited
	2002	2001	2902	2001
Amounts received or due and receivable by executive officers of the consolidated entity andCoronary whose remuneration is $100,000 or reore, from entities in the consolidated entityand related entities.	1.796.529		-851.827
The number of executives of the consolidated entity and the Company (including executive)directors disclosed in Note 32) whose remaneration falls within the following bands:
$130,000 - $139,999
$180,000 - $189,999
$198,800 - $199,999
$228,900 - $229,999
$230,000 - $239,999
$250,000 - $259,999
$338,900 - $339,999

The figures provided for the 2002 financial year retate to the period from 5 September 2001 to 30 June 2002. Prior to 5 September 2001, Resolute Mining Limited was dormant.

FOR THE YEAR ENDED 30 JUNE 2002

		Consolidated		Resolute Mining Limited
	2002$000	2001$000	2002$'000	2001$'000
34. REMUNEBATION OF AUDITORS
Amounts received or due and receivable by the auditors of the parent entity,from entities in the consolidated entity or related entities.- auditing accounts- other services	187.69361.223	9.0001111	26.00034.125	9.0081111
	168.916,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	9.000	60.125	9.008

35. SEGMENT INFORMATION

Primary Segment - Geographical

The consolidated entity operates in two geographical segments.

Geographical Segments	Tanzania		Ghana		Unallocated		Consolidated
	2002$A'000	2001SA'000	2002SA'000	2001$A'000	2002$A'000	2001$A'000	2002$A'000	2001$A'000
RevenueSales to customers (refer Note 1)Other revenue	72,22360		45.256259	$\cdots$	3,181	$\cdots$$\cdots$	117.4793,500
Segment revenue	72,283		45,515		3,381		120,979
ResultsSegment results	10,630		2.103	$\cdots$	2,584	$\cdots$	15,317
Consolidated entity profit from ordinary activities.before income tax expenseIncome tax expense.							15,317(1,209)
Consolidated entity profit from ordinary activities.after income tax expense (net profit).							14,108
AssetsSegment assets	74.246		16,663		22,334		113,033
LiabilitiesSegment liabilities	26,286		14,938		12,688		53,904
Other Segment InformationDepreciation and amertisation.	7,506		7,259		220	$\cdots$	14,985
Acquisition of non-current assets	48,128	ALCO	15,615	$\cdots$	5,101	$\cdots$	68,844
Other non cash expenses	329		604		1,339	$\cdots$	2.272

Note 1: Gold is sold on the global market with proceeds being realised at point of sale.

Secondary Segment - Business

The consolidated entity has one business segment being mining and exploration of gold.

Mining and Exploration of Gold
SA'0002002	SA'0002001

120.979

113,833

68.844
	EGARARARARARARARARARARARARARARARARARARAR------------------------------------------------------------------------------

FOR THE YEAR ENDED 30 JUNE 2002

		Consolidated			Resolute Mining Limited
		2002$'000	2001$000	2002$ 000	2001$'000
	36. LEASE COMMITMENTS
fal.	Finance Leases
	Lease expenditure contracted and provided for:Due within one yearDue between one and five years.	27Ί	$\cdots$
	Total minimum tease corresitment	34
	Future finance charges	-(1)
	Lease Gability	33
	Reconciled to:
	Carrent liability (Note 16)	26
	Non-current Bability (Note 19)	7
		33
(1)	Operating Leases (non-cancellable)
	Due within one year	104
	Due between one and five years.	340
	Aggregate lease expenditure contracted for at balance date but not provided for	444

Finance leases are entered into as a means of funding the acquisition of minor items of plant. and equipment. The operating fease relates to the rental of office premises. Operating fease payments are fixed. Some feases have renewal or parchase options. Where such options exist, they are exercisable at market prices.

37. EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS

(a) Employee Entitlements

The aggregate employee entitlement liability is comprised of: Provisions (carrent) [Note 18]

(b) Employee Share Option Plan

An employee share option plan has been established where directors, executives and certain members of staff of the consolidated entity are issued with options over the ordinary shares of RML. Refer Note 42(c). The options, issued for nil consideration, are issued in accordance with performance guidelines established by the directors of RML. The options will not be quoted on the ASX.

1,971

Options outstanding at balance date are 2,000,000 options issued to a director on 10 December 2001 with an exercise price of $0.42 per fully paid ordinary share and expiring on 10 December 2006. One third of the options can be exercised 6 months after issue, a further one third 18 months after issue and the remaining one third 30 months after issue. Employees will only be able to exercise the options allocated to them if they meet certain performance criteria. Details of the employee share option plan for both the parent and the consolidated entity are as follows:

		2002	2601
	Numberof Options	Weighted AverageExercise Price	Numberof Options	Weighted AverageExercise Price
Balance at the beginning of the year.		$\cdots$	$\cdots$	$\cdots$
granted$\cdots$	2.000.000	-8.42
forfeited$\cdots$		1111	1111
exercised
Balance at end of year.	2,000,000	8.42,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	1.1.1
Exercisable at end of year.	666,667	0.42๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛๛	$\cdots$	$\cdots$

FOR THE YEAR ENDED 30 JUNE 2002

37. EMPLOYEE ENTITLEMENTS AND SUPERANNUATION COMMITMENTS (continued)

(c) Superannuation Commitments

All employees are entitled to varying levels of benefits on retirement, disability or death. The Company and the consolidated entity have entered into a superannuation plan that provides benefits determined by the accumulation of contributions and earnings of the plan.

Employees may contribute to the plan at various percentages of their wages and salaries. The consolidated entity also contributes to the plan generally at a rate of 8% of the employees' wages and safaries. Contributions by the consolidated entity of up to 8% of employees wages and salaries are legally enforceable in Austrafia.

(d) The number of employees in the Resolute Mining group as at 30 June 2002 is 516 (2001: till).

38. INTEREST IN JOINT VENTURE OPERATIONS

The consolidated entity has an interest in the following material joint venture operations, whose principal activities are to explore for gold.

Entity Holding Interest	Joint Venture Operation	Percentage of laterest Held
		2002%	2001%
Resolute Limited	Chafice/Higginsville 3VVessbarra .NSpinifex/Nyakafuru JVSeb-Sahara 3VThe interests in the joint venture operations are included in the accounts as follows:Mineral exploration and development interestsTotal share of joint venture operation net assets.Exploration & development expenditure commitments	20
Resolute Resources Limited		新
Mabangu Mining Limited		Earning an initial 51%
Resolute (Tanzania) Limited		Earning an initial $1%.

		Consolidated
		2002$'000	2001$'000
Non-Current Assets
		69
		69
		69
		1.965
	For details of the contingent liabilities of the above igint venture operations, refer to Notes 39 (a) and (c).

39. CONTINGENT LIABILITIES

(a) Native Title Claims

Native title determination applications have been lodged with the National Native Title Tribunal established under the Native Title Act 1993 over areas of interest corrently leased by the consolidated enrity. Some of those claims have been accepted by the Tribunal. Acceptance of an application by the Tribunal is merely a preliminary step in the procedure established by the Native Title Act to determine whether or not native fitte exists. The final effect of these claims is not known and the claims are not currently affecting the mining and exploration projects of the consolidated entity.

(b) Preston Resources Limited

On 20 June 2002, Resolute and various other members of the Resolute Group entered into a Deed of Release and Variation with Preston Resources Etd ("Preston"), Preston Nicket Holdings Pty £td, Butong Operations Pty Ltd ("BOP") and Bulong Nickel Pty £td ("BNP") (together "Preston Parties"). The Deed of Release and Variation was subject to a number of conditions precedent, but became effective on 30 August 2002. Under the Deed of Release and Variation, the relevant members of the Resolute Group are released from all liability relating to any representations and warranties provided to the Preston Parties under or in connection with the Sale Agreement dated 3 November 1998 under which the Bulong Nickel Project was sold to Preston. The release expressly extends to any representations and warranties relating to foreign currency exchange contracts. Refer Note 42(d).

FOR THE YEAR ENDED 30 JUNE 2002

39. CONTINGENT LIABILITIES (continued)

(b) Preston Resources Limited (continued)

Prior to selling BOP and BNP to Preston under the Safe Agreement dated 3 November 1998, Resolute, as the parent entity of BOP and BNP, provided a number of parent company guarantees, including to WMC Resources Limited ("WMC") in connection with the Sulphuric Acid Supply Deed. Under the Sale Agreement, Preston is obliged to assume those guarantee obligations and further provide a substitute guarantee to WMC. As at 30 June 2002, WMC has refused to accept a guarantee from Preston in substitution for the guarantee provided by Resolute. WMC is presently not claiming any amount from Resolute under the guarantee. However, Resolute has commenced and is maintaining an action against WMC in the Supreme Court of Western Australia claiming that the refusal to accept the substitute guarantee from Preston is unreasonable.

The Sulphuric Acid Supply Deed is a take or pay contract which expires during October 2003. If WMC does claim any arsount under the quarantee and Resolute is unsuccessful in its action in the Supreme Court, the maximum obligations under the Acid Supply Deed are limited by the minimum take quantities provided for in the Deed. Based on those minimum take quantities, the amounts payable by BOP and BNP are approximately $0.57m per month until Aegust 2002 and $0.76m per month from September 2002 to October 2003. With respect to any untaken product, WMC must make reasonable endeavours to sell the untaken product to other customers. and the payment obligations of BOP and BNP under the Sulphuric Acid Supply Deed are miligated by the net proceeds received by WMC from such sales.

WMC had previously commenced an action against 80P and BNP (with Resolute as second defendant) for the recovery of disposal costs (approximately $3.6 million) related to the previously untaken product. On 31 July 2002, the parties entered into a Deed of Settlement under which WMC agreed that Resolute is not presently or in the future fiable for any such disposal costs.

Previously, Preston, BOP and BNP had taken steps to access the $7m of performance bonds held by those companies in accordance with the Bulong EPCM contract and Bateman, Kinhill & Kilbum, the EPCM contractor for the Bulong Nickel Project, had previously commenced proceedings against those parties and Resolute claiming damages and other monies under the EPCM contract. On 15 March 2002, all parties entered into a Deed of Settlement under which they agreed to settle alt known and unknown disputes between them.

(c) Restoration and Rehabilitation

All of the consolidated entity's exploration and mining areas are subject to restoration and rehabilitation requirements in accordance with the conditions of the licences issued by the relevant authorities. The directors believe that the consolidated entity is making sufficient provision in its accounts to meet future restoration and rehabilitation obligations. As at 30 June 2002, a provision for future restoration and rehabilitation of $9.3 million has been accrued in the accounts of the consolidated entity.

Restoration and rehabilitation activity performed as part of the ongoing operations is expensed as it is incurred. It is standard industry practice to provide performance bonds to the Department of Minerals and Petroleum Resources in relation to tenements held by the Company. These performance bonds are requested by the respective state governments as a form of security to cover the situation where a company fails to meet its rehabilitation obligations. As at 30 June 2002, the consolidated entity has granted performance bonds totalling $4.7m by utilising credit lines provided by a number of counterparties. Over and above this, Preston is obliged to replace a further $3.3m of performance bonds relating to the Bulong Nickel Project. As at 30 June 2002, the total performance bonds outstanding are $8.1m.

(d) Acquisition of Additional 50% of the Golden Pride Project

Parsuant to the terms and conditions of the agreement with Ashanti Goldfields Company Limited ("Ashanti") to acquire their 50% interest in the Golden Pride project, a subsidiary of RML may be liable for 2 quarterly payments of US$1.1m to Ashanti. For the next 2 quarters, the subsidiary of RML is obliged to pay US$1.1m to Ashanti at the completion of the quarter if the spot gold price averages greater than US$295 for that quarter.

(e) Abore Performance Payments

Upon a subsidiary of BML entering into an agreement to purchase the Abore orebody in order to extend the life of Obotan by approximately 12 months, there are potential payments which may become payable upon certain conditions. The subsidiary of RML is required to pay US$7.50/oz of Abore gold production, 25% of the excess of the spot price over US$266/oz for each ourse of gold produced and US$3/oz for every ounce of production over 100,000 ounces. A Bability of $2.2 million relating to these obligations has been recognised in the current provision section of the Statement of Financial Position. The actual liability may vary depending on the spot gold price and the amount of gold produced in the Abore deposit.

FOR THE YEAR ENDED 30 JUNE 2002

40. FINANCIAL INSTRUMENTS

(a) Use of Derivative Financial Instruments

As part of the risk minimisation policy of the consolidated entity and in compliance with the conditions required by project financiers, a variety of financial instruments are used to reduce exposure to unpredictable fluctuations in the project life revenue streams. The subjective assessment of the value of these firancial instruments at any given point in time, will in times of volatile market conditions, show substantial variation over the short term. These financial instruments are entered into to manage the exposure to adverse movements in the gold price and Australian dollar (AUD)/United States dollar (USD) exchange rate. These exposures are minimised by the Company entering into forward sales contracts and USD/AUD foreign exchange forward contracts. Details of the financial instruments used by the consolidated entity are provided at (b) and (c) below.

(b) Gold Hedging

As at 30 June 2002, the consolidated entity had entered into the gold hedging contracts shown below. Gold hedging denominated in USD has been converted to an Australian dollar equivalent using the year end AUD/USD spot rate of US$0.5628 (2001: n/a). There were no forward sales contracts, put options bought or call options sold as at 30 June 2001. The parent entity had no forward sales contracts, put options bought or call options sold as at 30 June 2002 or 30 June 2001.

(i) Forward Sales Contracts and Put Options Bought

$\rightarrow$ or ward Jases Gona agus and a dri Opininis Dobigne		ForwardSales			Pet OptionsBought	Total Price ProtectionHedging
	As at 30 June 2002	Ounces	Sales Price	Qunces	Strike Price	Ounces	Price
	AUD Denominated Contracts
	Maturity within 1 year.	12.008	473	$\cdots$	$\cdots$	12.000	473
	Total	12,008	473	$\cdots$	$\cdots$	12.000	473
	USD Denominated Contracts
	Maturity within EyearBetween 1 and 2 yearsBetween 2 and 3 years	164,565116,70621,281	300384384	25,6005,900$\cdots$	300300$\cdots$	189,565120,70621,281	308303304
	Total	301,552	382	38,900	300	331,552	30?
	Total (converted to AUD)
	Maturity within EyearBetween 1 and 2 yearsBetween 2 and 3 years	176,565116.70621,281	529540540	25,6005,900$\cdots$	533533	201,565120.70621,281	529548548
	Total	313.552	534	30,000	533	343,552	534
{ii} -	Call Options Sold		AUD Call Options Sold		USD Call Options Sold	Total Call Options Sold
	As at 30 June 2002	Ounces	StrikePriceA$	Qunces	StrikePriceUSS.	Ounces	StrikePriceA$
	Maturity within one year	50.008	570	45,886	320	95,886	569

FOR THE YEAR ENDED 30 JUNE 2002

40. FINANCIAL INSTRUMENTS (continued)

(c) Foreign Currency Hedging

As at 30 June 2002, the consolidated entity had entered into the following forward foreign exchange contracts (2001: nil) which are stated in United States dollars. The Australian dollar value of the contracts can be determined by dividing the amounts below by the average strike price shown below.

(i) Australian Bollar Bought/United States Bollar Sold - Forwards

AUSB GREEF DURE DURGIQUERGU OLARS DURG OUR - FUI WAI US	Consolidated2002		Resolute Mining Limited2002
Current vear	USD/AUDContractsUSS'000	AverageStrika PriceUSS	USD/AUD.ContractsUS$'000	AverageStrike Priceuss
Maturity within one year.	8.741	0.5570	11111	1111,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

(ii) Foreign Exchange Risk

The consolidated entity is exposed to foreign corrency exchange rate risk through primary financial assets and liabilities. The following table summaries by currency, in Australian dollars, the foreign exchange risk in respect of recognised financial assets and liabilities (2001; nil).

2002	United StatesDollars	AustralianDollars	Other	Total
	$'000	$'000	$'000	$'008
Financial Assets
Cash assets	12.486	3,846	90	15,622
Receivables	1,080	726	14	1.820
Other financial instruments	20	7,803	3,489	11.312
	33.586	11.575	3.593	28.754,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Financial Liabilities
Payables	24.096	2.815	37	26.348
Interest bearing Sabilities	33			33
	24.129	2.015	37	26,181

(d) Interest Rate Risk Exposure

The consolidated entity is exposed to interest rate risk through certain financial assets and liabilities. The following table summarises interest rate risk for the consolidated entity, together with effective interest rates as at balance date (2001; ril):

2002	FloatisuInterest	Fixed Interest RateMaturing in			Noninterest	Total	AverageInterest Rate
	Rate$000	<1 Year$'008	1 to 5 Years$'000	> 5 Years$900	Bearing$'000	$000	Floating	Fixed
Financial Assets
Cash assets	6.133				9.489	15.622	3.2%
Receivables	1111				1.820	1.820		1.111
Other financial assets	$\cdots$	603			10.709	11.312		11.9%
	6,133	603	1111		22.818	28.754
Financial Liabilities					,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
Payables				$\cdots$	26.148	26.148
Interest bearing liabilities	$\cdots$	26	÷			33	$\cdots$	8.0%
	1111	26			26.148	26.181

FOR THE YEAR ENDED 30 JUNE 2002

40. FINANCIAL INSTRUMENTS (continued)

(e) Credit Risk Exposures

Credit exposure represents the extent of credit refated losses that the consolidated entity may be subject to on amounts to be exchanged under the derivatives or to be received from financial assets. The notional amounts of derivatives are not a measure of this exposure. The consolidated entity, while exposed to credit related losses in the event of non-performance by counterparties to financial instruments, does not expect any counterparties to fail to meet their obligations given their high credit ratings. The credit exposure is represented by the net fair value of contracts with a positive fair value at balance date, reduced by the effects of master netting agreements.

The consolidated entity's exposures to credit risk on the Statement of Financial Position are as indicated by the carrying amounts of its financial assets. The consolidated entity does not have a significant exposure to any individual counterparty.

At year end, the consolidated entity had no credit exposure on linancial instruments with a positive net fair value, as the value of these financial instruments is offset by unfavourable contracts with the same counterparty pursuant to master netting agreements, which will not be settled before the favourable contracts.

The major geographic concentrations of credit risk arise from the location of the coarterparties to the consolidated entity's financial assets as shown in the following table:

ineinn að Pandie Blok

Location of Credit Risk	Consolidated
	2002$'000	2001$'008
United Kingdom	9,910
Ghana	1,964
Tanzania	3,208
Mongelia	3,489
Australia	6,276
Botswara	3,887
Other	20
	28,754***************************************

Concentration of credit risk on financial assets are indicated in the following table

by percentage of the total balance receivable from counterparties in the specified categories.

Customer/Industry Classification

--------------------------------------		$-0.00000000000000000000000000000000000$
	2002%	2001$%$
Financial services	-54
Mining industry	41	1111
Other	ð	1.111
	100

Cosenlidatod

The credit risk does not take into account the value of any collateral or security and do not reflect expected losses.

(f) Net Fair Value of Financial Assets and Liabilities

The carrying amounts and estimated net fair values of financial assets and financial liabilities (including derivatives) held at balance date are given below. Other financial assets and liabilities where carrying amounts approximate net fair values, are omitted. The net fair value of a financial asset or a financial liability is the amount at which the asset could be exchanged, or liability settled in a current transaction between willing parties after allowing for transaction costs.

	Consolidated		Consolidated
	Carryingamount2002$000	Net fairvalue2002$000	Carryingamount2001$'000	Net fairvalue2001$'000
Geld hedging contracts	[1,161]	(10,525)
Foreign currency hedging contracts	92	92
Non-current listed investment securities	7.137	11.454
	6.068,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	1.021

FOR THE YEAR ENDED 30 JUNE 2002

40. FINANCIAL INSTRUMENTS (continued)

備

(g) Terms, Conditions and Accounting Policies

The consolidated entity's accounting policies, including the terms and conditions of each class of financial asset, financial ability and equity instrument, both recognised and unrecognised at the balance date are as follows:

(i).	Recognised Financial Instruments
	FinancialInstruments	Statement of FinancialPerformance Note	Accounting Policies	Terms and Conditions
	Financial Assets
	Suadry debtors	6	Sundry debtors are carried at nominal amounts less any provision fordeshtfel debts.	Sendry debtors are generallyon 30 day terms.
	Investment securities	7.11	investments held for resale are stated at the lower of cost and netrealisable value. Long term investments are stated at cost. Where thecost exceeds the recoverable amount, the investments have beenwritten down to this recoverable amount.
	Gold bullion	5	Gold ballion held for fature delivery, which is subject to forward sales.centracts, has been valued at net realisable value based on theproceeds received subsequent to year end.
	Financial LiabilitiesTrade & other creditors.	貊	Elabilities are recognised for amounts to be paid in the future for goodsand services received, whether or not billed to the consciidated entity.	Trade Babilities are normallysettled on 30 day terms.
	Ursealised loss on goldand foreign exchange.hedging contracts	$8,40(b)	The consolidated entity enters into forward foreign and gold exchange.contracts where it agrees to sell specified amounts of foreigncurrencies and gold in the future at a predetermined exchange rate.The objective is to match the contract with anticipated future cashinflows denominated in foreign currencies, to protect the consolidatedentity against the possibility of loss from fature exchange rateBuctuations. Unrealised exchange gains or losses at year end arebrought to account (in the case of undesignated hedges). The mark tomarket of endesignated gold hedging contracts has been brought toaccount and are included in Note 18 - unrealised loss on gold andforeign exchange hedging contracts.	Details of forward foreignexchange contracts areprovided at Note 40(c).
	Lease liabilities	16.19	The lease hability is accounted for in accordance with AASB 1808.	The average lease term is 3years with an averageimplicit interest rate of 8%.The security over the leasesis disclosed in Note 16.
	EquitiesOrdinary shares	23	Ordinary share capital is recognised at the fair value of theconsideration received by the Company.	Details of the terms andconditions are set out inNote 23.
(ii)	Unrecognised Financial Instruments
	BerivativesGold hedging contracts	40(5)	The consolidated entity enters into gold contracts where it agrees toself-specified amounts of gold in the future at predetermined prices.The objective is to match the contract with anticipated biture	Betails of gold hedgingcontracts are provided atstora ZA 261

годиселия зуны звавот она совтаст мног завнева production to protect the consolidated entity against the possibility of loss from future adverse movements in gold prices. Unrealised gains or losses at year end are deferred until the gold being hedged is produced. The realised gain or loss is included in the measurement of the specifically identified transaction which was hedged. The mark to market of undesignated gold hedging contracts has been brought to account and are included in Note 18 - unrealised loss on gold and foreign exchange hedging contracts.

FOR THE YEAR ENDED 30 JUNE 2002

	Consolidated
	2002	2001
I. EARNINGS PER SHARE
Basic earnings per share
Prefit used in calculation of basic EPS ($A'000).Kal	33,860
Weighted average number of ordinary shares outstanding during the period used in the calculation of basic EPS.他	126,389,745
Basic EPS (cents per share){아	11.0
Diluted earnings per share
Prefit used in calculation of dilutive EPS ($A'000)341	33,860
Weighted average number of ordinary shares outstanding during the period used in the calculation of basic EPS.(8)	126.389.745
Weighted average of notional shares used in determining diluted EPS.	528,356
Weighted average number of ordinary shares outstanding during the period used in the calculation of diluted EPS	126,918,101
Number of potential ordinary shares that are not dilutive and hence not included in catculation of diluted EPS푞	53.729.059
Dilated EPS (cents per share).-191	10.9

42. SUBSEQUENT EVENTS

(a) Standard Bank Finance Facility

A finance facility with Standard Bank London was entered into to fund the US$10.6 million Golden Pride Upgrade Project. The Facility Agreement and associated agreements were executed on 19 July 2002 with an initiat drawdown of US$9.4m on 23 July 2002. The US$11 million facility is a revolving line of credit with an expiration date of June 2006.

(h) Ashanti Goldfields Company Limited

Parsuant to the ferms and conditions of the 1999 agreement with Ashanti Goldfields Company Limited ("Ashanti") to acquire their 50% interest in the Golden Pride project, Resolute was obliged to pay a deferred purchase consideration of US$1.1m to Ashardi in July 2002 as a result of the average gold spot price exceeding US$296/oz for the Jone 2002 quarter. This liability is recorded in the accounts at 30 June 2002 for A$1.95m within "Trade Creditors" in Note 15.

(c) Employee Share Option Plan

Exercise Period	Duration of Exercise Period	Portion of Options Exercisable
First	20/03/03 to 19/03/04	Cae third.
Second	20/03/04 to 19/03/06	A further third, plus any options not exercised duringthe first period.
Third.	20/03/05 to 19/09/07	The balance of options not previously exercised.
Branco Channers finited fland of Batanna

(d) Preston Resources Limited Deed of Release

As noted in the Review of Operations within the Directors' Report, all the conditions to the operation of the Deed of Release must be satisfied or waived on or before 30 September 2002, On 30 August 2002 Preston Resources Limited notified Resolute that all conditions precedent had been satisfied and hence the Deed of Release became effective on this date. The terms and conditions of this Deed of Release are disclosed in Note 39 (b).

(e) Placement to Specialist Resource Investors

An arabuncement was made to the market on 6 September 2002 whereby RML has agreed to raise A$7.7m by way of a placement of 10.66 million shares at 72 cents per share to two institutional resource investors. African Lion Limited and Resource Capital Funds II LP.

Directors' Declaration
- (1) In the opinion of the directors:
  - (a) the financial statements and notes of the company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
    - (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2002 and of their performance for the year ended on that date; and
    - (ii) comply with Accounting Standards and Corporations Regulations 2001; and
  - (b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This statement has been made in accordance with a resolution of the directors.

P.R. Sellivan Director

Perth, Western Australia 13 September 2002

Edward.

P.E. Huston Director

Independent Airdit Report

TO THE MEMBERS OF RESOLUTE MINING LIMITED

ELENST & YOUNG

Central Park 152 St Georges Terrace Perth WA 6000 Australia GPO Box M939 Perth WA 6843

61894292222 ® Tel Fax 61894292436

Scope

We have audited the faancial report of Resolute Mining Limited for the financial year ended 30 June 2002, as set out on pages 32 to 61, including the Directors' Declaration. The financial report includes the financial statements of Resolute Mining Limited, and the consolidated financial statements of the consolidated entity comprising the company and the entities it controlled at year's end or from time to fine during the financial year. The company's directors are responsible for the financial report. We have conducted an independent audit of the financial report in order to express an opinion on if to the members of the company.

Our aedit has been condected in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards, other mandatory professional reporting requirements and statutory requirements, in Australia, so as to present a view which is consistent with our understanding of the company's and the consolidated entity's financial position and performance as represented by the results of their operations and their cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion

In our opinion, the financial report of Resolute Mining Limited is in accordance with:

(a) the Corporations Act 2001, including:

(i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2002 and of their performance for the year ended on that date; and
(ii) complying with Accoenting Standards in Australia and the Corporations Regulations 2001; and

(b) other mandatory professional reporting requirements in Australia.

Cempt + Tany

ERNST & YOUNG

$\frac{1}{2}$

V.W TIDY Partner

Perth, Western Australia Dated: 13 September 2082

Substantial shareholders at 12 September 2002

Shareholder Information

$\overline{\mathbf{a}}$Name	Number ofOrdinary Shares	% of issuedCapital
Assiance Life Common Fund Ltd.Paradice Cooper Investors Pty Ltd	66.291.0667.722.714	43.10%5.02%
Distribution of shareholdings as at 12 September 2002
Size of holding	OrdinaryShareholders	% of issuedCapital	OptionHolders	% of Optionson issue
$1 - 1.003$$1,001 - 5.909$$5.001 - 10.030$$10.001 - 100.000$$100.001 -$ and over	1.0892,770756.726.68	0.34%4.52%3.76%12.63%78.76%	3.1061.67129426624	2.76%7.25%4.14%14.18%71.67%
Total shareholders	5.401	100.09%	5.361	100.00%
Number of shareholders with less than a marketable parcel	79150000000000000000000000000000000		4.137

Voting rights

Under the Company's Constitution, all ordinary shares issued by the Company carry one vote per share without restriction.

Twenty largest shareholders as at 12 September 2002

Name	Number ofOrdinary Shares	% of issuedCapital	Number ofOptions	% of Optionson issue
Citicorp Nominees Pty Limited	67.261.303	43.73%	22,289,616	43.48%
National Nominees Limited	7.391.747	4.81%	1,142,105	2.23%
ANZ Nominees Limited	6.618.058	4.38%	1.468.407	2.86%
J P Morgan Nominees Aust.	5,585,603	3.58%	1,830,775	3.51%
Perpetual Trustee Company	5,212,857	3.39%	1,543,358	3.81%
Zero Nominees Pty Ltd	4.376.008	2.84%	1,696,667	3.13%
Westpac Custodian Nominee	3.864.695	2.51%	1,733,566	3.38%
Aestralia RBC Global Serv.	3.784.017	2.46%	1,258,793	2.46%
Nefco Nominees Pty Ltd	1.968.519	1.27%	653,172	1.27%
Aastralia Permanent Trast	1.703.952	1.11%	431.719	0.84%
AMP Life Limited	1.524.356	0.99%	n/a	n/a
FISBC Custody Nominees	1.182.768	0.77%	n/a	-n/a
Custodial Commonwealth	667.887	0.43%	222,629	0.43%
David Matthew Gay	645.625	0.42%	236,875	0.46%
Thomas John Beresford	553,664	0.36%	n/a	n/a
DMG Capital Pty Ltd	456,875	0.38%	135,625	0.26%
CSFB Fourth Nominees Pty Etd.	426.611	0.28%	Ñβ	n/a
Flarerock Capital Pty Etd	372.758	0.24%	124,250	0.24%
Simon Robert Evans	364,508	0.24%	121,500	0.24%
Gasmere Pav Etd	349,008	0.22%	R/a	n/a
Tamatha Claire Delmastro	n/a	n/a	660,000	1.17%
UBSW Nominees Pty Ltd	n/a	n/a	336,608	0.66%
Grekimerary Pty Limited	n/a	n/a	313.376	0.61%
Andrew Lepox Rewitt	n/a	n/a	149,865	0.29%
Leon Rene Crooke	n/a	n/a	137,666	0.27%
	114,187,787	74.25%	36,396,572	70.80%
Total held by twenty largest shareholders as a percentage of this class.		74.25%		70.80%

Aeolian deposits:

Sediments deposited after transportation by wind.

Ag:

Chemical symbol for silver.

Alluvial:

Deposited by the action of running water in a stream.

Anomaly:

Value or feature higher, lower or different to that expected or to the average.

Archaean:

The oldest division of the Precambrian era and older than 2,500 million years.

Assay:

The chemical test of rock samples to determine their mineral content.

Au:

Chemical symbol for gold.

Bench:

Successive steps/horizontal increments mined as an open pit progresses deeper.

Birimian:

Lithostratigraphic name given to the relatively low-grade metasedimentary and metavolcanic recks west of the Toge belt and underlying much. of Ghana, Ivory Coast and Upper Volta, as well as parts of Liberia, Guinea and southern Mali. The name derives from the original type of focality of these rocks, the Birim Biver valley of Ghana. The rocks form the Lower Proterozoic part of the West African crater.

Calcrete:

Superficial gravets cemented by deposits of calcium carbonate.

Cambrian:

The geological period from 545 to 490 million years ago.

Carbon-in-leach:

A recovery process in which a sluary of gold ore, carbon granules and cyanide are mixed together. The cyanide dissolves the gold which is then absorbed onto the carbon. The carbon is subsequently separated from the slarry for gold recovery.

Carbon-in-pulp:

Similar to carbon-in-teach process, but initially the sturry is subjected to cyanide leaching in separate tanks followed by carbon-in-pulp. Carbon-in-feachis a sinultaneous process.

CN (Free):

Cyanide present usually as sodium cyanide (NaCN) or hydrogen cyanide (HCN).

CN (Total):

Total of cyanide present in all forms.

Contained ounces:

Ounces in the ground without the reduction of ounces not recoverable by the applicable mining. and metallurgical processes.

Crushing and grinding:

The process by which ore is broken into small pieces to prepare it for further processing.

Сш.

Chemical symbol for copper.

Dilution:

The effect of waste or low grade ore being included unavoidably in the mined ore, lowering the grade

Dore:

Unrefined gold and silver bullion bars usually consisting of approximately 90% precious metals which will be further refined to almost pare metal.

EPCM:

Engineering, procurement, construction and management.

Fault:

A fracture in a rock along which there has been an observable amount of displacement.

Flotation:

A process by which some mineral particles are induced to become attached to bubbles and float, in an ore and water slerry, so that the valuable minerals are concentrated at the slurry surface and separated from the worthless gangue.

Gabbro:

Coarse grained, basic igneous rock.

Gangue:

Rocks and minerals of no economic value that occur with valuable minerals in an ere.

Grade:

The amount of valuable element in each tonneof ore, expressed as troy ounces per tonne for precious metals and as a percentage for other metals.

Cut-off grade is the minimum metal grade at which an orebody can be economically mined. Mill head grade is the metal content of mined ore going into a mill for processing.

Recovered grade is the actual metal content

recovered from the ore after processing. Reserve grade is the estimated metal content

of an orebody, based on reserve calculations.

Heap/dump leaching:

A process whereby gold is extracted by "heaping" broken ore on sloping impermeable pads and repeatedly spraying the heaps with a weak cyanide. solution which dissolves the gold content. The gold-laden solution is collected for gold recovery.

Infill drilling:

Drilling within a group of previously drilled holes. to provide a closer spaced pattern to define more accurately the parameters of the orebody.

In-situ:

Still in its original place.

Leach residue:

Residual solids remaining from an ore after valuable minerals have been extracted by leaching.

Leaching:

The dissolving of elements and minerals out of ore.

Mafic:

General term to describe ferromagnesian minerals.

Mill:

A plant where ore is ground fine and undergoes. physical or chemical treatment to extract the valuable metals.

Mineralisation:

The process which leads to the formation and concentration of elements and their chemical. compounds within a mass or body of rock.

Mining claim:

That portion of public lands which a partly has staked or marked out in accordance with mining laws to acquire the right to explore for and exploit. the minerals under the surface.

Operator:

A party appointed under a joint venture agreement or similar agreement to manage the exploration, development and production activities to be conducted thereunder.

Ore:

Rock, generally containing metallic or nonmetallic minerals, that can be mined and processed at a prefit.

Orehody:

A mass of ore which can be economically mined.

Оивсе:

Troy otence of fineness of 999.9 parts per 1,000 parts; equal to 31.103486 grams (abbreviation: ez).

Overburden:

Uneconomic material which overlies a bed of useful material.

Oxide ore:

Mineralised rock in which some of the original minerals have been oxidised.

Pb.

Chemical symbol for lead.

Precambrian:

The period of time from the consolidation of the earth's crust to the beginning of the Cambrian period.

Proterozoic:

The era between the Archaean and Cambrian, form 2,500 to 545 million years ago.

Porphyry:

Medium-grained rock containing relatively large crystals of any mineral.

Ramp:

An inclined underground turnel which provides access for exploration or a connection between levels of a mine.

Reclamation:

The process by which lands disturbed as a result of mining activity are reclaimed back to a beneficial land use. Reclamation activity includes the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings impoundment's, leach pads and other minefeatures, and contouring, covering and revegetation of waste rock piles and other disturbed areas.

Recovery rate:

A term used in process metallurgy to indicate the proportion of valuable material obtained in the processing of an ore. It is generally stated as a percentage of the material recovered compared with the total material present.

Refining:

The final stage of metal production in which impurities are removed from the metal.

Refractory Material:

Gold mineralised material in which the gold is not amenable to recovery by conventional cyanide methods without any pre-treatment. The refractory nature can be either silica or subhide encapsulation of the gold or the presence of naturally occurring carbon's which reduce gold recovery.

Reserves:

That part of a measured or indicated resource which could be mixed, inclusive of dilution, and from which valuable or useful minerals could be recovered economically under conditions. realistically assumed at the time of reporting.

Proved Reserve means an ore reserve stated in terms of mineable tonnes/volume and grade in which the corresponding identified mineral resource has been defined in three dimensions. by excavation or drifting (including minor extensions beyond actual openings and drill holes), and where the geological factors that limit the orebody are known with sufficient confidence that the mineral resources are categorised as 'measured'.

Probable Reserve means ore reserve stated in terms of mineable tonnes/volume and grade where the corresponding identified mineral. resource has been defined by drilling, sampling or excavation (including extensions beyondactual openings and drift hotes), and where the geological factors that control the orebody are known with sufficient confidence that the mineral resource is categorised as lindicated".

Resource:

An identified in-situ mineral occurrence from which valuable or useful minerals may be recovered.

Measured Resource means a mineral resource intersected and tested by drill holes, underground openings or other sampling procedures at location which are spaced closely enough to confirm continuity and where geoscientific data are reliably known. A measured mineral resource estimate will be based on a substantial amount of reliable data, interpretation and evaluation of which allows a clear determination to be made of shapes, sizes, densities and grades.

Indicated Resource means a mineral resource sampled by drift holes, underground openings or other sampling procedures at locations too widely spaced to ensure continuity but close enough to give a reasonable indication. of continuity and where geoscientific data are known with a reasonable level of reliability. An indicated resource estimate will be based on more data, and therefore will be more. reliable, than an inferred resource estimate.

Inferred Resource means a mineral resource inferred from geoscientific evidence, underground openings or other sampling procedures where the fack of data is such that continuity cannot be predicted with confidence and where geoscientific data may not be known. with a reasonable level of reliability.

SAG mill:

Semi-autogenous grinding milf where part of the bail charge is substituted with coarse crushed ore.

Shear zone:

A style of fault where a force has deformed (as opposed to fractured) one part of a geological structure relative to another part.

Slarry:

Refers to a mixture of fine ground ore, concentrate, tailings or leach residue with water or other aqueous figuor.

Smelting:

A metallurgical operation in which metal is separated from impurities by a process that includes fusion.

Solvent extraction:

Process of transferring species dissolved in anageeous phase to an organic phase containing an extraction reagent. This is usually accompanied by a concentration of the species in the organic. phase.

Stope:

An area in an underground mine where ore is mined.

Strike length:

The longest horizontal dimension of an orebody or zone of mineralisation.

Stripping ratio:

The ratio of the volume of waste material removed to the volume of ore removed, used in connection with open pit mining.

Sulphides:

Minerals containing sulphur in its non-oxidised form.

Tailings:

The material that remains after all metals considered economic have been removed from oreduring milling.

Thickener:

Settlement tank with bottom ranking mechanism. to direct thickened slurry to centre bottom. discharge and with a top peripheral launder to coffect clear overflow liquid. Feed is usually a difute ore, concentrate or leach residue sfurry.

Tpa:

Tonnes per annum.

Ü.

Chemical symbol for uranium.

Ultramafics:

Igneous rocks consisting essentially of ferromagnesian minerals to the virtual exclusion. of quartz, feldspar and feldspartholds.

Vein:

A tabular or sheet-like body of minerals which has formed in a joint or a fissure, or system of joints and fissures, in rocks.

Volcanics:

Extrusive and associated intrusive recks resulting from volcanic activity.

Zn:

Chemical symbol for zinc.

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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. on Tuesday, 26 November 2002 at the Conference Centre, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia.

BUSINESS

$1.$ Reports

To consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2002.

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

To consider and if thought fit elect as a director Mr PE Huston, who retires by rotation in accordance with the Company's constitution and being eligible offers himself for reelection.

Ratification of September 2002 Share Placement - Ordinary Resolution 3.

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 24 September 2002 of 10,650,000 ordinary fully paid shares in the Company at an issue price of 72 cents per share to raise the sum of $7,668,000 for the purposes as set out in the Explanatory Statement which accompanies this Notice of Meeting.

BY ORDER OF THE BOARD

G. W. Fitzgerald Company Secretary Dated: 15 October 2002

EXPLANATORY MEMORANDUM

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

Ratification of Placement of 10,650,000 Ordinary Shares

In an announcement to the Australian Stock Exchange on 24 September 2002, Resolute Mining Limited indicated that it had raised $7.668 million by way of a placement of 10.650 million fully paid ordinary shares at 72 cents per share to two institutional resource investors, African Lion Limited and Resource Capital Funds II LP.

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

African Lion Ltd was established by Lion Selection Group Limited as a specialist resource investment fund to invest in resource opportunities in Africa and it subscribed for $3.672 million of the raising.

Resource Capital Fund II LP is a resource venture capital fund based in Denver, Colorado that invests in development and growth stage mining companies and it subscribed for $3.996 million of the raising.

The funds raised will be applied to increase the Company's exploration activities, support its investment positions and supplement general working capital. The shares issued rank pari passu with all existing fully paid ordinary shares.

Voting Exclusion Statement

Pursuant to Rule 14.11 of the Listing Rules of the Australian Stock Exchange Limited, the Company will disregard any votes cast on the resolutions contained in item 3 by African Lion Ltd, Resource Capital Fund II LP and any of their associates. 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, 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 26 NOVEMBER 2002 PROXY FORM

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

I/We, .................................... ......................................

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

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 26 November 2002, at 10.00am 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 PE Huston as a director				$\mathbf{1}$
3. To ratify the placement of 10,650,000 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 NumberDATED this
Signature of member or AttorneyOr if a company:	Signature of joint member or Attorney
THE COMMON SEAL ofwas affixed in the presence of,and the sealing is attested by:
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.

AI assistant

Resolute Mining Limited — Annual Report 2002

10548_rns_2002-11-04_a0a6e64c-8dcf-4eea-9694-01b86d5bb031.pdf

CORPORATE DIRECTORY

Directors

Secretary

Registered Office and Business Address

Share Registry

Home Exchange

Legal Advisors

Bankers

Auditors

ABN 39 097 088 689

Securities on Issue (30/09/2002)

www.resolute-Itd.com.au

Taxation Information

1. Return of Capital

2. Scheme of Arrangement

Resolute Mining Limited, pursuing quality gold projects

Resolute is focussed on furthering its gold interests in Africa

OPERATIONS

FINANCIAL COMMUNIST CONTINUES.

EXPLORATION INTERNATIONAL EXPLORATION

MOREAL AND ST

CHIEF EXECUTIVE'S REVIEW

Continuing growth plans to increase shareholder value

GROUP RESERVES AND RESOURCES

GRÖUP PRODUCTION SÜMMABY

CROUP PROJECT SUMINARY

AFRICAN PROJECTS

BRED BACK MINING NL

BIGALLERY GOLD LIMITED

BISPINIFEX GOLD LIMITED

Buck Reef

Kitongo

Nyakafuru

Our established African operations continue to perform soundly

GOLDEN PRIDE

OPERATIONS

OPERATIONS OVERVIEW

EXPANSION PROGRAMME

OUTLOOK

OROTAN

OPERATIONS

OUTLOOK

During the past year Resolute has increased its exploration activities in Africa

EXPLORATION OVERVIEW

in Mike Text Hichney

TANZANIA

NYAKAFURU JV AREA

GEOLOGY

MINERALISATION AND RESOURCES

WORK PROGRAMME

EXPLORATION OVERVIEW

SUB-SAHARA KANAMA JV

OTHER TANZANIAN TENURE

GHANA

AKOASE

Figure 2

WESTSTAR

BURKINA FASO

In Australia, Resolute and Marian Company

BOAP ORATE NESPONSIBILITY

Developing harmonious relationships

COMMINITY RELATIONS

GOLDEN PRIDE MINE - TANZANIA

NZEGA WATER SUPPLY PROJECT

CORPORATE RESPONSIBILITY

OBOTAN MINE - GHANA

Below: Nzega Library

CORPORATE RESPONSIBILITY

HEALTH AND SAFETY

GOLDEN PRIDE MINE - TANZANIA

OBOTAN MINE - GHANA

ENVIRONMENT

GOLDEN PRIDE MINE - TANZANIA

CORPORATE RESPONSIBILITY

**EASTERN GOLDFIELDS-**WESTERN AUSTRALIA

Financial Report

Directors' Report

Resolute Mining Limited Annual Report 2002

EASTERN GOLDFIELDS-WESTERN AUSTRALIA