Resolute Mining Limited — Capital/Financing Update 2008

Oct 8, 2008

ASX ANNOUNCEMENT

FUND RAISING ACTIVITIES

Resolute Mining is pleased to advise that it is now finalising its funding requirements to complete the re-development and ramp up of Syama and maintain its other development activities. The funding required for this important work is $50-$60m.

The Company wishes to announce a 1 for 3 renounceable rights issue at 55¢ to raise up to $51m. Patersons Securities Limited has been appointed as lead manager to the rights issue and to facilitate subscriptions for any shortfall to the rights issue to complete the balance of the Company's funding requirements. Please find attached an Appendix 3B for this issue.

The Syama Project is scheduled to pour its first gold during this month from oxide material as production commences ahead of the completion and commissioning of the of the sulphide circuit expected in the December/January period.

Group forecast production for financial year 2009 is 400,000 ozs at a cash cost of A$700. At current record gold prices of around A$1,300 per ounce, this implies a very healthy prospective gross operating margin and a positive impact on the intrinsic value of the Company.

The Company advises that it has drawn $10m of the $20m unsecured standby facility and has received these funds. The debt provider has the option to convert the amounts owing under the facility into Resolute Mining convertible bonds based on market terms at the time.

In accordance with the terms of the facility 1,250,000 options to acquire Resolute Mining ordinary shares at a price of $1.64 at any time over the next 3 years has been granted to the debt provider. Please find attached an Appendix 3B relating to the issue of these options.

PETER SULLIVAN Chief Executive Officer

9 October 2008

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 beissued	Fully paid ordinary shares
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	Up to 93,678,241 fully paid ordinaryshares(based on the number of fully paid shares onissue at the date of this Appendix 3B andsubject to the effect of rounding).
3	the +securitiesPrincipal terms of(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingandduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion)	Ordinarysharesissuedrankequallywithexisting shares.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the date of allotment+class of quotedwith anexisting+securities?	Yes
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the nextdividend,distribution or interest payment
5	Issue price or consideration	$0.55 per share
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	developmentandrampmaintain its other development activities.	The funds will be used to complete the reupofSyamaand
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	onapproximately2525 November 2008.	The ordinary shares to be issued will be issuedNovember2008andholding statements dispatched by approximately
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	Upto374,712,966(subject to the effectof rounding and thenumberofacceptances)	Fullypaidordinaryshares.

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	115,000	Optionswithanexercise price of $1.42andexpiryof21December 2009.
		120,000	Optionswithanexercise price of $1.13andexpiryof23March 2011.
		335,000	Optionswithanexercise price of $1.33andexpiryof24October 2011.
		372,000	Optionswithanexercise price of $2.13and expiry of 22 May2013.
		105,000	Optionswithanexercise price of $1.63andexpiryof29August 2013.
		1,250,000	Optionswithanexercise price of $1.64andexpiryof1October 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	Issecurityholderapprovalrequired?	No.
12	Is the issue renounceable or nonrenounceable?	Renounceable
13	Ratio in which the +securities willbe offered	1 share for every 3 shares held on the recorddate
14	+Class of +securities to which theoffer relates	Ordinary shares
15	+Recorddatetodetermineentitlements	20 October 2008

+ See chapter 19 for defined terms.

16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	Where fractions arise in the calculation ofshareholders' entitlements under the Offer,theywill be rounded down to the nearestwhole share.
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	AllcountriesexceptAustraliaandNewZealand.For shareholders with a registered addressoutside of Australia and New Zealand, theirentitlements will be sold via a nominee to beadvised.
19	Closingdateforreceiptofacceptances or renunciations	17 November 2008
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	N/A
25	Iftheissueiscontingenton+securityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	24 October 2008
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	Option holders have been sent a notice.

+ See chapter 19 for defined terms.

28	Date rights trading will begin (ifapplicable)	14 October 2008
29	Date rights trading will end (ifapplicable)	10 November 2008
30	How do +security holders sell theirentitlementsinfullthroughabroker?	Complete back of Entitlement and AcceptanceForm and send to broker
31	How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance?	Complete back of Entitlement and AcceptanceFormand send to broker together with thecheque for the rights to be accepted
32	How do +security holders disposeof their entitlements (except by salethrough a broker)?	Completeastandardrenunciationform(obtainable from broker or share registry) andsendtogetherwithEntitlementandAcceptance Form to the share registry
33	+Despatch date	25 November 2008

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

+ See chapter 19 for defined terms.

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
• 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)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

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.

Sign here: Date: 9 October 2008......

(Director/Company secretary)

Print name: ...Peter Sullivan...........

+ See chapter 19 for defined terms.

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

Options to acquire fully paid ordinary shares ("Options")

• 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)

1,250,000

Options have an exercise price of $1.64 and a three year term

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the date of allotment+class of quotedwith anexisting+securities?	The options will rank equally with the ordinaryshares if and when they are exercised.
	If the additional securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the nextdividend,distribution or interest payment
5	Issue price or consideration	establishment and drawdown fees payable byResolute Mining pursuant to a $10mfacility.	The options have been issued as payment of theloan
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	establishment and drawdown fees payable byfacility.	The options have been issued as payment of theResolute Mining pursuant to a $10m loan
7	Dates of entering +securities intouncertificated holdings or despatchof certificates	October2008anddispatched by 7 October 2008.	The options to be issued will be issued on 7acertificatewillbe
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	281,034,725	Fullypaidordinaryshares.

+ See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	115,000	Optionswithanexercise price of $1.42andexpiryof21December 2009.
		120,000	Optionswithanexercise price of $1.13andexpiryof23March 2011.
		335,000	Optionswithanexercise price of $1.33andexpiryof24October 2011.
		372,000	Optionswithanexercise price of $2.13and expiry of 22 May2013.
		105,000	Optionswithanexercise price of $1.63andexpiryof29August 2013.
		1,250,000	Optionswithanexercise price of $1.64andexpiryof1October 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	Issecurityholderapprovalrequired?	No.
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	N/A
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	N/A
25	Iftheissueiscontingenton+securityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (if	N/A

	applicable)
29	Date rights trading will end (ifapplicable)	N/A
30	How do +security holders sell theirentitlementsinfullthroughabroker?	N/A
31	How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance?	N/A
32	How do +security holders disposeof their entitlements (except by salethrough a broker)?	N/A
33	+Despatch date	N/A

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

+ See chapter 19 for defined terms.

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
• 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)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

TAMITTOCH	$\mathcal{L}$ and $\mathcal{L}$

+ See chapter 19 for defined terms.

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.

(Director/Company secretary)

Sign here: Date: 09 October 2008......

Print name: ...Peter Sullivan...........

+ See chapter 19 for defined terms.