Resolute Mining Limited — Capital/Financing Update 2007

Oct 11, 2007

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12 October 2007

Dear Shareholder

RIGHTS ISSUE OFFER

You are invited to participate in a renounceable pro rata offer to raise $51 million for Resolute Mining Limited.

The Company is in the midst of a major development programme. We are investing a total of over $210 million to bring into production mines covering a significant part of our resource base.

The two key projects are the Syama redevelopment in Mali and the Mt Wright underground mine at Ravenswood in Queensland. We are well advanced on both of these with a substantial part of the estimated expenditure having already been made.

The funds to be raised from this issue are to be applied to these developments and the general working capital requirements of the Company.

Enclosed is your Rights Issue Offer Document, an Entitlement and Acceptance Form, and a reply paid envelope. These are important and I request that you read these. Should you have any doubts about the action you should take please consult your financial advisor.

The Offer to you is one share, at an issue price of $1.10, for every five shares you hold. The offer is at an attractive discount to the closing share price on 10 October 2007 of $1.90 per share.

This offer is valuable and requires your immediate attention . The closing date for acceptances and payment is 5.00pm WST on Monday 29 October 2007.

Yours sincerely

PETER HUSTON Chairman

RESOLUTE MINING LIMITED ABN 39 097 088 689 4th Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia 6000. P.O. Box 7232 Cloisters Square, Perth, Western Australia 6850 Telephone : (08) 9261 6100 Facsimile : (08) 9322 7541 Email : contact@resolute-ltd.com.au

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Rights Issue Offer Document

1. Introduction

Resolute Mining is making a renounceable pro-rata offer of shares to shareholders of Resolute Mining to raise up to $51,000,000.

This is an important document and requires your immediate attention. It should be read in its entirety.

The Offer is being made under section 708AA of the Corporations Act. This document is not a prospectus and does not contain all of the information that would ordinarily be contained in a prospectus.

Shareholders should be aware that investment in Resolute Mining involves many risks which may be higher than risks associated with investments in other companies. Investors should consider the investment in Resolute Mining speculative. If you are in doubt what to do or whether to accept the Offer you should consult your stockbroker, accountant, solicitor or other professional adviser without delay.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by Resolute Mining in connection with the Offer.

2. Details of Offer

2.1 Offer

Resolute Mining is making a renounceable pro-rata offer of shares each at an issue price of $1.10 to persons registered as the holder of shares on the Record Date whose registered address is in Australia and New Zealand ( Eligible Shareholders ) on the basis of one share for every five shares held at the Record Date ( Offer ). Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a share, such fraction will be rounded down to the nearest whole share. The Offer is not underwritten.

Resolute Mining will accept Entitlement and Acceptance Forms until 5.00pm WST on the Closing Date in the timetable below or such other date as the directors in their absolute discretion shall determine, subject to the requirements of the ASX Listing Rules.

Your entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer. You may accept the Offer only by applying for shares on a personalised Entitlement and Acceptance Form sent with this Offer Document.

Acceptances must not exceed your entitlement as shown on the Entitlement and Acceptance Form, although you may accept for all or only part of your entitlement. If your acceptance exceeds your entitlement, acceptance will be deemed to be for your maximum entitlement and any surplus application monies will be returned to you.

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Acceptance of a completed Entitlement and Acceptance Form by Resolute Mining creates a legally binding contract between the applicant and Resolute Mining for the number of shares accepted or deemed to be accepted by the applicant. The Entitlement and Acceptance Form does not need to be signed by the applicant to be legally binding. The Offer and contract formed on acceptance are governed by the applicable law of Western Australia.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

Shares offered by this Offer Document are expected to be issued, and security holder statements dispatched, on the date specified in the Timetable.

It is the responsibility of applicants to determine their allocation prior to trading in the shares. Applicants who sell shares before they receive their holding statements will do so at their own risk.

2.2 Timetable

Timetable
Lodgement of Appendix 3B	1 October 2007
Notice to shareholders	2 October 2007
Existing shares quoted on an 'ex' basis and Rights trading commences	4 October 2007
Record Date	10 October 2007
Offer Document and Entitlement and Acceptance Form despatched to Eligible Shareholders	15 October 2007
Rights trading ends	22 October 2007
Closing Date*	29 October 2007
Notify ASX of shortfall	1 November 2007
Anticipated date for the issue of the shares and dispatch of holding statements	5 November 2007
Commencement of trading of the shares	6 November 2007

• There will be no deferred trading of the shares following the Closing Date. Subject to the ASX Listing Rules, the directors reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the shares.

2.3 Rights trading

The pro-rata offer of shares is renounceable, which means that Eligible Shareholders may sell or transfer all or any part of their rights to subscribe for shares ( Rights ). This means that Eligible Shareholders are able to renounce (sell) the Rights which they do not wish to accept, in order to realise the value which may attach to their Rights. Rights trading is expected to commence on and conclude on the dates in the Timetable.

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2.4 Shortfall shares

If the Offer is not fully subscribed the directors reserve the right to issue the shortfall shares at their absolute discretion. The issue price for each shortfall share will be as determined by the directors but not less than $1.10.

2.5

ASX quotation and Deferred Settlement Trading

Application will be made to ASX for the official quotation of the shares to be issued under the Offer. If permission is not granted by ASX for the official quotation of the shares to be issued under the Offer, Resolute Mining will repay, as soon as practicable, without interest, all application monies received pursuant to the Offer.

There will be no trading of shares on a deferred settlement basis. Trading of the shares will, subject to ASX approval, occur on or about the date specified in the Timetable.

2.6 Taxation implications

The directors do not consider it appropriate to give shareholders advice regarding the taxation consequences of subscribing for shares under this Offer Document. Resolute Mining, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to shareholders. As a result, shareholders should consult their professional tax adviser in connection with subscribing for shares under this Offer Document.

2.7 Overseas shareholders

No Offer will be made to shareholders resident outside Australia and New Zealand.

This Offer Document and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document. The distribution of this Offer Document in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Offer Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

However, pursuant to ASX Listing Rule 7.7, Resolute Mining will appoint a nominee to sell the Rights to which non-qualifying foreign shareholders are entitled. The net proceeds of the sale of these Rights will then be forwarded as soon as practicable to the non-qualifying foreign shareholders.

2.8

Privacy

Resolute Mining collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s security holding in Resolute Mining.

By submitting an Entitlement and Acceptance Form, each applicant agrees that Resolute Mining may use the information provided by an applicant on the Entitlement and Acceptance Form for the purposes in this privacy disclosure statement and may disclose it for those purposes to the share registry, Resolute Mining’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

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If you do not provide the information required on the Entitlement and Acceptance Form, Resolute Mining may not be able to accept or process your application.

An applicant has a right to gain access to the information that Resolute Mining holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to Resolute Mining’s registered office.

2.9 Enquiries

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Security Transfer Registrars Pty Ltd by telephone on (08) 9315 2333 or by facsimile: on (08) 9315 2233. The addresses for Security Transfer Registrars Pty Ltd are

By delivery: Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, Perth WA 6153

By post: Security Transfer Registrars Pty Ltd, PO Box 535, Applecross Perth WA 6953

By email: registrar@securitytransfer.com.au

3. Risk Factors

Activities in Resolute Mining and its controlled entities, as in any business, are subject to risks, which may impact on Resolute Mining’s future performance. Resolute Mining and its controlled entities have implemented appropriate strategies, actions, systems and safeguards for known risks, however, some are outside its control.

The directors consider that the following summary, which is not exhaustive, represents some of the specific risk factors which shareholders need to be aware of in evaluating Resolute Mining’s business and risks of increasing your investment in Resolute Mining. Shareholders should carefully consider the following factors.

• (a) Syama Ore Processing Risk

The Syama gold mine in Mali was previously operated using a primary ore processing facility to treat the hard, refractory ore based on 'whole of ore' roasting. Previous operators were unable to achieve a sustainable operation based on 'whole of ore' roasting. Resolute Mining therefore decided to convert the Syama roaster, from its current configuration as a whole of ore roaster to a circulating fluid bed concentrate unit. The decision to change configuration has been supported by testwork but the process is yet to be proven on a larger scale.

(b) Development Risk

Resolute Mining is in the development stages of the Syama gold project and Mt Wright mine. The development of all mining operations involves a significant amount of risk. Should Resolute Mining experience problems or delays with the development of these projects or should the costs of such developments exceed budgets then this may have a material adverse effect on Resolute Mining's business and its financial condition.

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• (c) Financing Risk

The future funding requirements of Resolute Mining relating to the development of the Syama gold project have not been finalised. There can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on Resolute Mining's business and its financial condition and performance.

4. Action Required by Shareholders

4.1 Acceptance of shares under this Offer Document

Should you wish to accept all of your rights to subscribe for shares, then applications for shares under this Offer Document must be made on the Entitlement and Acceptance Form which accompanies this Offer Document, in accordance with the instructions referred to in this Offer Document and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the amount indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed 'Not Negotiable' and made payable to 'Resolute Mining Limited Rights Issue Account' and lodged at any time after the issue of this Offer Document and on or before the Closing Date at Resolute Mining’s share registry (by delivery or by post) at the addresses in section 2.9 above.

4.2 If you wish to sell all your Rights on ASX

Complete the section on the back of the accompanying Entitlement and Acceptance Form marked 'Instructions to Your Broker' and lodge the completed Entitlement and Acceptance Form with your stockbroker. Rights trading on ASX commences and concludes on the dates in the Timetable. The sale of your Rights must be completed by the date Rights trading closes.

4.3 If you wish to take up part of your Rights and sell the balance of your Rights on ASX

Complete the accompanying Entitlement and Acceptance Form for that part of your Rights that you wish to accept, and also complete the section on the back of the Entitlement and Acceptance Form marked 'Instructions to your Stockbroker' for the balance of the Rights that you wish to sell on ASX. Lodge the completed Entitlement and Acceptance Form with your stockbroker, together with your payment for the amount due in respect of the Rights you intend to take up (being the number of shares which you wish to accept multiplied by $1.10).

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4.4 If you wish to transfer all or part of your Rights to another person other than on ASX

Forward a completed standard renunciation form(s) (obtainable from your stockbroker or from the share registry) together with your Entitlement and Acceptance Form completed by both the transferor and transferee and the transferee's payment for the amount due in respect of the Rights to be taken up by the transferee (being the number of shares taken up by the transferee multiplied by $1.10) to the share registry so that it is received by the share registry no later than the Closing Date. The addresses of the share registry are in section 2.9 above.

4.5 If you do not wish to take up your Rights or you wish to take up only part of your Rights

Should you wish to only take up part of your Rights, then applications for shares under this Offer Document must be made on the Entitlement and Acceptance Form which accompanies this Offer Document in accordance with the instructions referred to in this Offer Document and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of shares you wish to accept and the amount payable (calculated at $1.10 per share accepted), and attach a cheque for the appropriate application monies.

If you do not wish to accept any of your Rights, you are not obliged to do anything. In that case, shares not accepted by the Closing Date will become shortfall shares and you will receive no benefit.

The Rights may be valuable and Resolute Mining urges shareholders who decide not to take up all or part of their Rights to sell their Rights rather than allow them to lapse. However, the number of shares you hold and the rights attaching to those shares will not be affected should you choose not to accept any part of your entitlement.

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ENTITLEMENT AND ACCEPTANCE FORM

PLEASE READ CAREFULLY THE OFFER DOCUMENT DATED 15 OCTOBER 2007 ACCOMPANYING THIS FORM. THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER .

RESOLUTE MINING LIMITED

ABN 39 097 088 689

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd All Correspondence To : PO Box 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: registrar@securitytransfer.com.au Website: www.securitytransfer.com.au

Holder Number: «HOLDER_NO_» Entitlement No: «REF_NO» «HOLDER_TYPE______»

Shareholding at Entitlement to Shares Amount payable on 5:00pm AWST on 1 : 5 acceptance @ $1.10 10 October 2007 per SHARE «SECURITIES» «ENTITLEMENT «AMOUNT» »

A RENOUNCEABLE RIGHTS ISSUE OF SHARES AT AN ISSUE PRICE OF $1.10 PER SHARE ON THE BASIS OF ONE (1) SHARE FOR EVERY FIVE (5) SHARES HELD.

IMPORTANT NOTICE: HOLDERS WHOSE EXISTING SHARES ARE HELD ON THE CHESS SUBREGISTER AS DETAILED ABOVE SHOULD IN THE FIRST INSTANCE CONTACT THEIR SPONSORING STOCKBROKER / AGENT IN RESPECT OF ANY PROPOSED ON-MARKET SALE OF THEIR RIGHTS. RIGHTS TRADING COMMENCED ON 4 OCTOBER 2007 AND IS EXPECTED TO CEASE ON 22 OCTOBER 2007. THE RIGHTS REFERRED TO IN THIS FORM MAY BE TRANSFERRED ELECTRONICALLY ON CHESS BY SURRENDERING THE ENTITLEMENT AND ACCEPTANCE FORM TO YOUR SPONSORING STOCKBROKER BEFORE RIGHTS CEASE TRADING. THIS ENTITLEMENT AND ACCEPTANCE FORM SHOULD NOT BE RELIED UPON AS EVIDENCE OF THE CURRENT ENTITLEMENT OF THE PERSON NAMED IN THIS ENTITLEMENT AND ACCEPTANCE FORM.

To the Directors

RESOLUTE MINING LIMITED

1. I/We the abovementioned being registered at 5.00 pm AWST on 10 October 2007, as the holder(s) of Shares in the Company hereby accept: (PLEASE DELETE ONE)

2. (a) my Entitlement in full

3. (b) less than my full Entitlement

as follows:	as follows:
TO BE COMPLETED BY SHAREHOLDER	SHARES ACCEPTED/APPLIED FOR	@ $1.10 PER SHARE	AMOUNT ENCLOSED
Entitlement or part Entitlement as above		$1.10	AUD$
		TOTAL AMOUNT DUE	AUD$

1. I/We enclose my/our cheque in Australian Dollars for the amount shown being payment at the rate of $1.10 per Share ( made payable to “RESOLUTE MINING LIMITED- RIGHTS ISSUE ACCOUNT” ).

PLEASE ENTER CHEQUE DETAILS

Drawer Bank Branch Amount

1. I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of SHARES issued to me/us.

2. I/We agree to be bound by the Constitution of the Company.

3. If any information on this Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors of the Company as to whether to accept the Entitlement and Acceptance Form, and how to construe, amend or complete it, or to deposit such payment shall be final.

4. My/our contact numbers in case of enquiries are:

Area Code Telephone Number Area Code Facsimile Number

THIS ENTITLEMENT AND ACCEPTANCE FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS Please complete ONLY if your ISSUER SPONSORED address is incorrect

Block NEW ADDRESS: CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER

Letters Please

Your signature(s):

……………………………………………………………. ……………………………………………………………..

RETURN OF THIS DOCUMENT WITH THE REQUIRED PAYMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED IN ACCORDANCE WITH THE OFFER DOCUMENT DATED 15 OCTOBER 2007 PLEASE READ LODGEMENT INSTRUCTIONS OVERLEAF

THIS ENTITLEMENT AND ACCEPTANCE FORM WITH PAYMENT IN FULL MUST BE LODGED WITH THE SHARE REGISTRY NO LATER THAN

5.00PM AWST ON 29 OCTOBER 2007

RESOLUTE MINING LIMITED LODGEMENT INSTRUCTIONS

ACCEPTANCE OF YOUR ENTITLEMENT

• (a) IN FULL - Complete this Entitlement and Acceptance Form, attach your cheque in Australian currency payable to RESOLUTE MINING LIMITED- RIGHTS ISSUE ACCOUNT for the Application Money payable as shown overleaf and forward them so as to reach the Company’s Share Registry:

Correspondence to: Hand Delivery: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd PO BOX 535 or 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153

NO LATER THAN 5.00 pm AWST on 29 October 2007.

• (b) IN PART AND SALE OF THE BALANCE OF YOUR ENTITLEMENT- Fill out the panel below titled “Instructions to your Stockbroker”, complete the Entitlement and Acceptance Form overleaf as to the Shares being accepted and Application Money payable, and forward it together with your cheque in Australian currency payable to RESOLUTE MINING LIMITED – RIGHTS ISSUE ACCOUNT to your stockbroker with sufficient time to sell your Rights before 22 October 2007 which is the last day of Rights trading. Your stockbroker will then lodge your acceptance and cheque with the Company’s share registry.

These instructions will need to be with your stockbroker in sufficient time to sell your Rights. Rights trading commenced on 4 October 2007 and is expected to cease on 22 October 2007.

IF YOU HAVE SOLD OR PURCHASED SHARES PRIOR TO 5.00PM AWST ON 3 OCTOBER 2007:

If you have purchased or sold Shares prior to 5.00 pm AWST on 3 October 2007 (being the last day for trading on a cum rights entitlement basis) and this is not reflected in your shareholding shown overleaf, you should consult the stockbroker who acted for you to protect your entitlements or determine the action you should take. If you have sold all your Shares, complete the details below and forward this Entitlement and Acceptance Form intact to the stockbroker who acted for you.

Broker No of Shares Sold Holder Number

SALE OF YOUR ENTITLEMENT IN FULL BY YOUR STOCKBROKER

Complete the panel below titled “Instructions to your Stockbroker” and forward this Entitlement and Acceptance Form to your stockbroker with sufficient time to sell your Rights before 22 October 2007, which is the last day of Rights trading. These instructions will need to be with your stockbroker in sufficient time to sell your Rights. Rights trading commenced on 4 October 2007, and is expected to cease on 22 October 2007.

DISPOSAL OF YOUR ENTITLEMENT OTHER THAN THROUGH A STOCKBROKER

Standard Renunciation and Transfer Forms must be used for all disposals of entitlements other than through a stockbroker. These may be obtained from your stockbroker or our Share Registry, Security Transfer Registrars Pty Ltd. These Renunciation and Transfer Forms must be completed both by the offeree as seller and by his/her nominated buyer. The duly completed Renunciation and Transfer Form should then be lodged with the Company’s Share Registry by 5.00pm AWST on 29 October 2007 together with this Entitlement and Acceptance Form and Application Money payable (from the buyer).

PAYMENT

All cheques (expressed in Australian currency) are to be made payable to “RESOLUTE MINING LIMITED – RIGHTS ISSUE ACCOUNT” and crossed “Not Negotiable”. Do not forward cash, postal orders or notes. Receipts will not be issued.

Personal cheques drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid. Similarly, payments made direct to the Company’s bank account will NOT be accepted, unless authorised by the Directors of RESOLUTE MINING LIMITED.

IMPORTANT NOTICE TO HOLDERS WITH SHARES ON CHESS SUB-REGISTER

Holders whose existing Shares are held on the CHESS Sub-register as detailed overleaf should, in the first instance, contact their sponsoring broker in respect of any proposed sale of their Rights.

GENERAL INFORMATION

• (a) This Entitlement and Acceptance Form does not require signing unless you wish to change your address.

• (b) Applications will only be accepted on this Entitlement and Acceptance Form.

• (c) Entitlements either not accepted and/or renounced by 5.00pm AWST on 29 October 2007, will revert to the Company and the SHARES may be placed by the Directors at their discretion.

• (d) Uncertificated holders who are broker sponsored are reminded that any renunciation may only be dealt with through their sponsoring broker.

All times referred to in this Entitlement and Acceptance Form are Perth time, which is Australian Western Standard Time (AWST). Cheques will be deposited on the day of receipt. Sufficient cleared funds should be held in your account as cheques returned unpaid MAY RESULT IN YOUR ACCEPTANCE BEING REJECTED. If you need further information on how to deal with your entitlements, telephone the Share Registry on (08) 9315 2333.

PRIVACY STATEMENT

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

ENQUIRIES

If you have any further questions concerning this Offer, please telephone your stockbroker or financial advisor or the Share Registry on (08) 9315 2333.

INSTRUCTIONS TO YOUR STOCKBROKER

To be completed and sent to your Stockbroker ONLY IF YOU WISH TO SELL the whole or part of your entitlement. Rights I/We HAVE ACCEPTED AS PER REVERSE SIDE and attach to this Form Being Application Money my/our cheque for A$ at $1.10 per Right PLEASE SELL Rights This instruction *has/has not previously been notified to you.

*Please delete as appropriate

ISSUE CLOSES 5.00PM AWST 29 OCTOBER 2007