Resolute Mining Limited — Capital/Financing Update 2008

Nov 24, 2008

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ASX ANNOUNCEMENT

CAPITAL RAISING – APPENDIX 3B

As announced on 18 November 2008, the Company is proposing to raise a total of up to $72.5 million. Please find attached an Appendix 3B relating to this capital raising.

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PETER SULLIVAN Chief Executive Officer 25 November 2008

RESOLUTE MINING LIMITED A.C.N. 097 088 689 A.B.N. 39 097 088 689 4[th] Floor, The BGC Centre, 28 The Esplanade, Perth, Western Australia 6000. PO Box 7232 Cloisters Square, Perth, Western Australia 6850. Telephone +61 8 9261 6100 Facsimile +61 8 9322 7541 Email : contact@resolute-ltd.com.au

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

Resolute Mining Limited

ABN

39 097 088 689

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Convertible Notes, Fully paid ordinary shares (“Shares”) and options to acquire fully paid ordinary shares (“Options”)
	Up to 120,000,000 Convertible Notes, 31,226,081 Shares and 102,067,388 Options (based on the number of fully paid shares on issue at the date of this Appendix 3B and subject to the effect of rounding)
	The Convertible Notes will be listed, have a face value of $0.50, an interest rate of 12%, convert into one share at the election of the holder and be for a four year term. Upon conversion into Shares, they will rank equally with existing Shares. Shares to be issued pursuant to the Entitlements Issue will rank equally with existing Shares. The options will have an exercise price of $0.60, a three year term and will be listed. Upon conversion into Shares, they will rank equally with existing Shares.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all The Convertible Notes and the Options, when respects from the date of allotment converted to Shares, will rank equally with the +with an existing securities?[+] class of quoted Shares currently on issue. Prior to conversion into Shares, the Convertible Notes and Options do not carry voting rights or entitlements to If the additional securities do not dividends. rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Convertible Notes – $0.50 Shares – $0.40 Options – nil
	The funds will be used to complete the re- development and ramp up of Syama and maintain its other development activities. 1,250,000 of the Options are being issued to satisfy the establishment and draw down fees payable to the provider of the second $10m tranche of the standbycredit facility.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

	7 Dates of entering+securities into uncertificated holdings or despatch of certificates	The Convertible Notes to be issued will be issued on approximately 22 December 2008 and holding statements dispatched by approximately 29 December 2008. The ordinary shares to be issued will be issued on approximately 29 December 2008 and holding statements dispatched by approximately 2 January 2009. The Options to be issued pursuant to the Convertible Note Offer will be issued on approximately 22 December 2008 and holding statements dispatched by approximately 29 December 2008. The Options to be issued pursuant to the Share Entitlements Offer will be issued on approximately 29 December 2008 and holding statements dispatched by approximately 2 January 2009.	The Convertible Notes to be issued will be issued on approximately 22 December 2008 and holding statements dispatched by approximately 29 December 2008. The ordinary shares to be issued will be issued on approximately 29 December 2008 and holding statements dispatched by approximately 2 January 2009. The Options to be issued pursuant to the Convertible Note Offer will be issued on approximately 22 December 2008 and holding statements dispatched by approximately 29 December 2008. The Options to be issued pursuant to the Share Entitlements Offer will be issued on approximately 29 December 2008 and holding statements dispatched by approximately 2 January 2009.
	8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)
		Number	+Class
		Up to 120,000,000 (subject to the number of acceptances) Up to 312,260,806 (subject to the effect of rounding and the number of acceptances) Up to 102,067,388 (subject to the effect of rounding and the number of acceptances for the Convertible Note Offer, the Share Entitlements Offer and the number of firm commitments received to subscribe for Convertible Notes or Shares)	Convertible Notes Shares Options
		Number	+Class

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	115,000 120,000 335,000 372,000 105,000 1,250,000	Options with an exercise price of $1.42 and expiry of 21 December 2009. Options with an exercise price of $1.13 and expiry of 23 March 2011. Options with an exercise price of $1.33 and expiry of 24 October 2011. Options with an exercise price of $2.13 and expiry of 22 May 2013. Options with an exercise price of $1.63 and expiry of 29 August 2013. Options with an exercise price of $1.64 and expiry of 1 October 2011.

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

The Directors may from time to time determine dividends to be distributed to members according to their rights and interests.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No.
	Non Renounceable
	1 share for every 9 shares held on the record date
	Ordinary shares
	5 December 2008

• See chapter 19 for defined terms.

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	16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
	17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if
		Where fractions arise in the calculation of shareholders’ entitlements under the Offer, they will be rounded down to the nearest whole share.
		All countries except Australia and New Zealand.
		24 December 2008
		N/A
		N/A
		Patersons Securities Limited
		5% of funds raised
		N/A
		N/A
		10 December 2008
		Option holders will be sent a notice in due course.
		n/a

• See chapter 19 for defined terms.

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applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date
	n/a
	n/a
	n/a
	n/a
	10 December 2008

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) ⌧[Securities described in Part 1. ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ( ~~Director/C~~ ompany secretary)

Date: 25 November 2008......

Print name: ...Greg Fitzgerald...........

• See chapter 19 for defined terms.

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