Resolute Mining Limited - Capital/Financing Update 2008

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Resolute Mining Limited A B N 39 097 088 689

NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at Conference Centre, Ground Floor, The BGC Centre, 28 The Esplanade Perth, Western Australia on Monday, 22 December 2008 at 10.00am (WDST).

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice

Resolute Mining Limited A B N 39 097 088 689

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Resolute Mining Limited ( Company ) will be held at Conference Centre, Ground Floor, The BGC Centre, 28 The Esplanade Perth, Western Australia on Monday, 22 December 2008 at 10.00am (WDST) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 20 December 2008 at 5.00pm (WDST).

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

AGENDA

1. Resolution 1 – Authorise Convertible Note Issue

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the Company to issue up to 120,000,000 Convertible Notes, each with a face value of $0.50, an interest rate of 12% per annum and a four year term, together with one free attaching Option for every 3 Convertible Notes subscribed for on the terms and conditions in the Explanatory Memorandum ( Convertible Note Issue ).

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed or an associate of that person.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

2. Resolution 2 – Authorise Options Issue

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

"That, subject to Resolution 1 being passed, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the Company to grant up to 50,408,694 Options ( Options Issue ) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Options Issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed or an associate of that person.

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

3. Resolution 3 - Authorise Director Participation

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

"That, subject to Resolutions 1 and 2 being passed, and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve the Directors or their nominees to participate in the Convertible Note Issue (each Convertible Note will have a face value of $0.50, an interest rate of 12% per annum and a four year term),or to subscribe for any shortfall under the Convertible Note Issue or the Pro rata Offer up to a total maximum subscription of $350,000 for all of the Directors on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Directors or any

associate of them. However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

4. Resolution 4 – Section 195 Approval

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice."

Dated 18 November 2008 By Order of the Board

Greg Fitzgerald Company Secretary

Resolute Mining Limited A B N 39 097 088 689

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Conference Centre, Ground Floor, The BGC Centre, 28 The Esplanade Perth, Western Australia on Monday, 22 December 2008 at 10.00am ( WDST ).

1. Capital Raising

On 18 November 2008 the Company announced a capital raising (collectively referred to as the Capital Raising ) consisting of the following:

(a) Convertible Note Issue which will comprise of the following:
(i) Up to $60million ( "Convertible Note Placement" ) by way of a placement of Convertible Notes to Shareholders, clients of Patersons and the general public where each Convertible Note will be listed, have a face value of $0.50 (a total of 120,000,000 Convertible Notes), an interest rate of 12% per annum and a four year term. The Company will issue one free attaching Option for every 3 Convertible Notes subscribed for under the Convertible Note Placement.
(ii) The Company anticipates that approximately $10million of the Convertible Note Placement will be offered to Shareholders of the Company on a priority basis ( "Convertible Note Priority Offer" ).
(iii) The Convertible Note Issue (including the Convertible Note Priority Offer) will be made under a prospectus which will be sent in due course.
(b) Up to $12.5million by way of a non-renounceable pro rata offer to Shareholders of one Share for every 9 Shares held at the record date where each Share is offered at an issue price of $0.40 ( Pro rata Offer ). The Company will also issue one free attaching Option for every 3 Shares subscribed for under the Pro rata Offer. The Pro rata Offer will be made under a prospectus which will be sent in due course.

The Company has engaged Patersons to manage the Capital Raising.

Patersons has obtained firm commitments of $50million from major Shareholders of the Company, clients of Patersons and the general public to subscribe under the Convertible Note Placement and any shortfall under the Convertible Note Priority Offer and the Pro rata Offer. Patersons will continue to seek to obtain further firm commitments.

Eligible investors who give a firm commitment prior to the lodgement of the prospectus for the Capital Raising will be granted one Option for every 3 Convertible Notes or every 3 Shares committed. To be eligible to give a firm commitment an investor must be a professional or sophisticated investor. This Option is in addition to the 1 Option for each 3 Convertible Notes or every 3 Shares subscribed for under the Convertible Note Issue and the Pro rata Offer respectively. The issue of these additional Options will be approved in Resolution 2 as part of the Option Issue.

The capital structure of the Company on completion of the Capital Raising is set out below.

	Shares	Convertible Notes	Options	Amt Raised (m)
Existing	281,034,725
Convertible Note Offer		120,000,000	40,000,000	$60.0
Pro rata Offer 1:9	31,226,081		10,408,694	$12.5
Underwriting / Facilitation Options (max)1			50,408,6941
Total	312,260,806	120,000,0003	100,817,3882	$72.5

This issue of 50,408,694 Options is a maximum amount and assumes that the Company has obtained firm commitments for the entire Convertible Note Issue and Pro rata Offer.
There is also currently on issue 2,297,000 unlisted options with various expiry dates and exercise prices. RSG will issue a further 1,250,000 unlisted options when it draws down on the second tranche of $10m pursuant to the standby facility.
Each Convertible Note converts into one Share.

2. Resolution 1 – Authorise Convertible Note Issue

2.1 Introduction

The Company seeks Shareholder approval to issue under the Convertible Note Issue up to 120,000,000 Convertible Notes to raise up to $60,000,000 (before costs) together with 1 free attaching Option for every 3 Convertible Notes issued.

Section 1 of the Explanatory Memorandum includes details of the Convertible Note Issue which forms part of the Capital Raising.

Resolution 1 is seeking Shareholder approval for the issue of up to 120,000,000 Convertible Notes together with 1 free attaching Option for every 3 Convertible Notes issued under the Convertible Note Issue.

2.2 Listing Rule 7.1 – Shareholder approval

Listing Rule 7.1 requires Shareholder approval for the Convertible Note Issue. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required

for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

The Convertible Note Issue represents more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

2.3 Specific information required by Listing Rule 7.3

For the purposes of the Shareholder approval of the Convertible Note Issue and the requirements of Listing Rule 7.3, information is provided as follows:

(a) The maximum number of securities the Company can issue under the Convertible Note Issue is 120,000,000 Convertible Notes (and 120,000,000 Shares on conversion of the Convertible Notes) and 40,000,000 free attaching Options (and 40,000,000 Shares on exercise of the Options).
(b) The Company will issue the Convertible Notes and Options no later than 3 months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2).
(c) It is proposed to issue the Convertible Notes and Options to:
(i) major Shareholders of the Company, clients of Patersons and the general public up to $50million under the Convertible Note Placement and any shortfall under the Convertible Note Priority Offer;
(ii) Shareholders up to approximately $10million under the Convertible Note Priority Offer.
(d) The Convertible Notes will be issued on the terms and conditions in Schedule 2. The Options will be issued on the terms and conditions in Schedule 3.
(e) The Company may elect to issue Shares in lieu of paying interest under the Convertible Notes. The Company may only issue Shares in lieu of paying interest where it can do so in accordance with the requirements of Listing Rule 7.1 or where it obtains the prior approval of Shareholders. The issue price at which each Share will be issued is the price which is a 7.5% discount to the volume weighted average Share price on the 5 proceeding days on which Shares have been traded prior to the day on which interest becomes payable.
(f) The Convertible Note Issue will raise up to $60million. The Company currently proposes to raise up to $60million via the issue of Convertible Notes and up to $12.5million under the Pro rata Offer. The Company proposes to use the funds from the Capital Raising as follows:

Projected use of funds raised	$ million
Completion of the Syama mine	30.0
Ramp up of Syama operation	22.0
Development at Mt Wright	5.0
Completion of Syama Free Milling and Finkolo FeasibilityStudies	3.0
Working Capital and funds to pay down debt	12.5
Total	72.5

(g) The allotment of Convertible Notes and Options will occur progressively.
(h) A voting exclusion statement is included in the Notice.

3. Resolution 2 – Authorise Options Issue

3.1 Introduction

Patersons has received and continues to seek commitments from the major shareholders of the Company, clients of Patersons and the general public to provide firm commitments to subscribe for:

(a) Convertible Notes and Options under the Convertible Note Placement;
(b) Convertible Notes and Options under any shortfall from the Convertible Note Priority Offer; and
(c) Shares and Options under any shortfall from the Pro rata Offer.

Eligible investors who give a firm commitment will be granted one Option for every 3 Convertible Notes or every 3 Shares committed. To be eligible to give a firm commitment an investor must be a professional or sophisticated investor. This Option is in addition to the 1 Option for each 3 Convertible Notes or every 3 Shares subscribed for under the Convertible Note Issue and the Pro rata Offer respectively. The issue of these additional Options will be approved in Resolution 2 as part of the Option Issue.

The Company seeks Shareholder approval for the grant of up to 50,408,694 Options to those parties that provide a firm commitment prior to the lodgement of the prospectus in relation to the Capital Raising.

3.2 Listing Rule 7.1 – Shareholder approval

Listing Rule 7.1 requires Shareholder approval for the Options Issue. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

The Option Issue represents more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

3.3 Specific information required by Listing Rule 7.3

For the purposes of Shareholder approval of the Options Issue and the requirements of Listing Rule 7.3, information is provided as follows:

(a) The maximum number of Options the Company can issue under the Options Issue is 50,408,694 Options (and 50,408,694 Shares on exercise of the Options).
(b) The Company will grant the Options no later than 3 months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2).

(c) The Options will be granted for nil cash consideration.
(d) The Options will be granted to major Shareholders of the Company, clients of Patersons and the general public who commit to subscribe for:
(i) Convertible Notes and Options under the Convertible Note Placement;
(ii) Convertible Notes and Options under any shortfall from the Convertible Note Priority Offer; and
(iii) Shares and Options under any shortfall from the Pro rata Offer.
(e) The Options will have the terms and conditions in Schedule 3.
(f) No funds will be raised by the grant of the Options as they are being issued as consideration for parties providing the various firm commitments detailed in section 3.1.
(g) The allotment of Options is expected to occur progressively.
(h) A voting exclusion statement is included in the Notice.

4. Resolution 3 - Authorise Director Participation

4.1 Introduction

The Directors may participate in the Capital Raising by providing a firm commitment to subscribe for:

(a) Convertible Notes;
(b) shortfall under the Convertible Note Priority Offer; or
(c) shortfall under the Pro rata Offer.

The Directors at the time of sending the Notice to Shareholders have not made any such firm commitment. The purpose of Resolution 3 is to enable the Directors to participate to the maximum commitment of $350,000.

The terms and conditions upon which the Directors will subscribe for:

(a) the Convertible Notes (together with free attaching Options) under the Convertible Note Issue or as shortfall under the Convertible Note Priority Offer; or
(b) shortfall Shares (together with free attaching Options) under the Pro rata Offer,

will be the same as other participants.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the Directors to be issued up to a maximum of 700,000 Convertible Notes (together with 466,667 Options) or a maximum of up to 875,000 Shares (together with 583,333 Options).

4.2 Reason for Resolution 3

Shareholder approval is required under Listing Rule 10.11 because the Directors are related parties of the Company.

Listing Rule 10.11 restricts the Company's ability to issue securities to Directors, unless approval is obtained from Shareholders. The effect of passing Resolution 3 will be to allow the Company to issue a maximum of 700,000 Convertible Notes (together with 466,667 Options being the 1 for 3 free attaching Options and the 1 for 3 Options for providing a firm commitment) or up to 875,000 Shares (together with 583,333 Options being the 1 for 3 free attaching Options and the 1 for 3 Options for providing a firm commitment) in total to the Directors during the month after the Meeting (or a longer period, if allowed by ASX) without breaching Listing Rule 10.11 or using up the Company's 15% placement capacity under Listing Rule 7.1.

4.3 Specific Information Required by ASX Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of Convertible Notes or Shares (together with free attaching Options) is provided as follows:

(a) The securities that may be issued under Resolution 3 may be issued to any or all of the Directors being Mr Peter Huston, Mr Peter Sullivan, Mr Tom Ford and Mr Bill Price, or their nominees. No agreements currently exist for the participation of any Director but the sum of the participation by all of the Directors will not exceed $350,000.
(b) The maximum number of Convertible Notes the Company can issue under Resolution 3 is 700,000 Convertible Notes (together with 466,667 Options being the 1 for 3 free attaching Options and the 1 for 3 Options for providing a firm commitment). The maximum number of Shares the Company can issue under Resolution 3 is 875,000 Shares (together with 583,333 Options being the 1 for 3 free attaching Options and the 1 for 3 Options for providing a firm commitment). The Company notes that the participation of the Directors may be partly in Convertible Notes and partly in Shares;
(c) The Convertible Notes and Shares (together with the free attaching Options) will be issued progressively no later than one month after the Meeting (or such longer period of time as ASX may in its discretion allow).
(d) The Convertible Notes will be issued by the Company with the terms and conditions in Schedule 2. The Options will be granted by the Company with terms and conditions in Schedule 3. The Shares proposed to be issued are ordinary fully paid shares which rank equally with all other Shares on issue.
(e) The Company may elect to issue Shares in lieu of paying interest under the Convertible Notes. The Company may only issue Shares in lieu of paying interest where it can do so in accordance with the requirements of Listing Rule 7.1 or where it obtains the prior approval of Shareholders. The issue price at which each Share will be issued is the price which is a 7.5% discount to the volume weighted average Share price on the 5 proceeding days on which Shares have been traded prior to the day on which interest becomes payable.
(f) The maximum amount raised by the participation of the Directors will be $350,000. The funds raised are part of the Capital Raising. Funds raised under the Capital Raising will be used as described in section 2.3(f) of the Explanatory Memorandum.

(g) A voting exclusion statement is included in the Notice of Meeting.

5. Resolution 4 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolution 3. In the absence of this Resolution 4, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolution 3.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

6. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Schedule 1 – Definitions

In this Explanatory Memorandum and Notice:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Capital Raising has the meaning in section 1 of the Explanatory Memorandum.

Company means Resolute Mining Limited ABN 39 097 088 689.

Convertible Note means a convertible note with the terms and conditions in Schedule 2.

Convertible Note Issue has the meaning in Resolution 1.

Convertible Note Placement has the meaning in section 1 of the Explanatory Memorandum.

Convertible Note Priority Offer has the meaning in section 1 of the Explanatory Memorandum.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company and Directors means the directors of the Company.

Dollar or $ means Australian dollars.

Explanatory Memorandum means this explanatory memorandum.

Listing Rules means the Listing Rules of ASX.

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

Notice means the notice of meeting to which the Explanatory Memorandum is attached.

Option means an option which entitles the holder to subscribe for one Share on the terms and conditions in Schedule 3.

Options Issue has the meaning in Resolution 2.

Patersons means Patersons Securities Limited.

Pro rata Offer has the meaning in Section 1 of the Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

WDST means Western Daylight Saving Time, being the time in Perth, Western Australia.

Schedule 2 – Terms and Conditions of Convertible Notes

The Convertible Notes will each have a face value of at least $0.50 (Face Value);
The maturity date of the notes will be 4 years from the date they are first issued.
The terms and conditions of the Convertible Notes are subject to and conditional upon the terms of a trust deed.
The Convertible Notes will be unsecured and subordinated to the Company's Barclays syndicated facility and existing standby facility. The Company will provide negative pledges as to the level of secured indebtedness.
The Company will apply to ASX for official quotation of the Notes.
Interest will be payable on the Convertible Notes at the rate of 12.0% per annum.
Interest will accrue daily from the date of issue of the Convertible Note until the earlier of:
(a) maturity;
(b) redemption; or
(c) conversion.
Interest will be payable six (6) monthly in arrears.
The Company may elect to issue Shares in lieu of paying interest. The Company may only issue Shares in lieu of paying interest where it can do so in accordance with the requirements of Listing Rule 7.1 or where it obtains the prior approval of Shareholders. The issue price at which each Share will be issued is the price which is a 7.5% discount to the volume weighted average Share price on the 5 proceeding days on which Shares have been traded prior to the day on which interest becomes payable.
The Company may in its absolute discretion elect to defer payment of any interest until the third anniversary of the issue date of the Convertible Notes.
One Convertible Note converts to one Share.
The Noteholder may convert the Convertible Notes at any time.
The Convertible Notes will be redeemed on maturity if not converted by the Noteholder.
The Company may redeem the Convertible Notes any time after 3 years from issue until maturity but the Noteholder will be given the prior opportunity to convert the Convertible Notes.
The Convertible Notes may be redeemed on the occurrence of usual events of default contained in the trust deed (including default in payment under the Convertible Note terms, material breach of the Convertible Note terms, default under the secured facilities of the Company, on winding up of the Company and on liquidation of the Company) or a change in control of the Company.
The Convertible Notes and the trust deed will be subject to the usual events of default.

The Shares to be allotted on conversion will be ordinary fully paid shares with the same terms and conditions as those currently on issue and application will be made to ASX for the official quotation of these Shares.
There are no participation rights or entitlements inherent in the Convertible Notes and the Noteholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Convertible Notes.
The Convertible Notes will be subject to usual reconstruction provisions in the event of a reconstruction of the Company. Such provisions will be consistent with the Listing Rules.
The Convertible Notes will be subject to usual adjustment provisions if there is a bonus issue or return of capital. Such provisions will be consistent with the Listing Rules.
The Convertible Notes are transferrable.
The Convertible Notes do not confer on the holders any rights to attend or vote at general meetings of Shareholders. The Noteholders will have the usual rights to vote a meeting of the Noteholders.

Schedule 3 - Terms and Conditions of Options

Entitlement

The Options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each Option.

Exercise Price

The exercise price of each Option will be $0.60.

Expiry Date

The Options will expire 3 years after the date the Options are first granted by the Company.

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of a Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the Shares of the Company.

Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of Shares issued upon the exercise of the Options.

Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

(a) issue the Share; and
(b) do all such acts matters and things to obtain:
- (i) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option; and
- (ii) receipt of cleared funds equal to the sum payable on the exercise of the Options.
Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is

announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of a Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.
Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

– New exercise price = O – E [P (S+D)]

N+1

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one (1) Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S
= the subscription price of a Share under the pro rata issue.
the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N - the number of Shares with rights or entitlements that must be held to receive a right to one (1) new Share.

12. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

Quotation of Options

Application for quotation of the Options will be made by the Company.

Options transferable

The Options are transferable.

RESOLUTE MINING LIMITED ABN 39 097 088 689

P R O X Y F O R M

For information on returning this proxy form please see instructions over the page.

«HOLDER_NAME___» «ADDRESS_LINE_1__» «ADDRESS_LINE_2__» «ADDRESS_LINE_3__» «ADDRESS_LINE_4__» «ADDRESS_LINE_5__»

HIN/SRN: «HIN NO»

being a Shareholder/Shareholders of the Company and entitled _______

votes in the Company, hereby appoint[2 ] ________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at Conference Centre, Ground Floor, The BGC Centre, 28 The Esplanade Perth, Western Australia on Monday, 22 December 2008 at 10.00am (WDST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

If the chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolution 3 please tick this box. By marking this box you acknowledge that the chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 3 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the Meeting will not cast your votes on Resolution 3 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions.

The chairman of the Meeting intends to vote undirected proxies in favour of ALL Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Authorise Convertible Note Issue Resolution 2 Authorise Options Issue Resolution 3 Authorise Director Participation Resolution 4 Section 195 Approval

Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary

Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Return of Proxy Forms

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission or email at the Company’s share registry as set out below not less than 48 hours prior to the time of commencement of the general meeting (WDST).

Facsimile: +61 8 9315 2233 Email: [email protected] Post: PO Box 535 Applecross WA 6953 Delivery: 770 Canning Highway Applecross WA 6153

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Resolute Mining Limited — Capital/Financing Update 2008

10548_rns_2008-11-17_0d62f8e1-2048-475c-bd7b-634e1769f485.pdf

Resolute Mining Limited A B N 39 097 088 689

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Authorise Convertible Note Issue

Voting Exclusion

2. Resolution 2 – Authorise Options Issue

Voting Exclusion

3. Resolution 3 - Authorise Director Participation

Voting Exclusion

4. Resolution 4 – Section 195 Approval

EXPLANATORY MEMORANDUM

Introduction

1.

Capital Raising

2. Resolution 1 – Authorise Convertible Note Issue

2.1 Introduction

2.2

Listing Rule 7.1 – Shareholder approval

2.3 Specific information required by Listing Rule 7.3

3. Resolution 2 – Authorise Options Issue

3.1 Introduction

3.2

Listing Rule 7.1 – Shareholder approval

3.3 Specific information required by Listing Rule 7.3

4. Resolution 3 - Authorise Director Participation

4.1 Introduction

4.2 Reason for Resolution 3

4.3

Specific Information Required by ASX Listing Rule 10.13

5. Resolution 4 – Section 195 Approval

6. Action to be taken by Shareholders

Schedule 1 – Definitions

Schedule 2 – Terms and Conditions of Convertible Notes

Schedule 3 - Terms and Conditions of Options

– New exercise price = O – E [P (S+D)]

N+1

12. Adjustments for reorganisation

P R O X Y F O R M

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

Proxy Notes:

Return of Proxy Forms

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Resolute Mining Limited Capital/Financing Update 2008