Resolute Mining Limited — Capital/Financing Update 2009

Oct 21, 2009

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ASX ANNOUNCEMENT

SUPPLEMENTARY CLEANSING PROSPECTUS

Resolute Mining Limited has today lodged a Supplementary Prospectus that should be read in conjunction with the Original Prospectus dated and lodged on 8 September 2009.

The Supplementary Prospectus is being used for the purpose of cleansing for secondary trading purposes the recently approved 30 million share issue to M&G Investments.

The Supplementary Prospectus is being issued to make a nominal offer of shares to ensure the M&G Investments placement does not cause a breach of section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act.

Enclosed is a copy of the Supplementary Prospectus.

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PETER SULLIVAN Chief Executive Officer 22 October 2009

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

R E S O L U T E M I N I N G L I M I T E D A C N 0 9 7 0 8 8 6 8 9 S U P P L E M E N T A R Y P R O S P E C T U S – C O N V E R T I B L E N O T E S & O P T I O N S O F F E R

Section 1 Important Information

This is a Supplementary Prospectus that should be read in conjunction with the prospectus dated 8 September 2009 (“Original Prospectus”) issued by Resolute Mining Limited ACN 097 088 689. This Supplementary Prospectus is dated 22 October 2009. A copy of this Supplementary Prospectus was lodged with the ASIC and ASX on 22 October 2009. No responsibility for the contents of this Supplementary Prospectus is taken by the ASIC or ASX.

Section 2 Supplementary Information

(a) The Share Offer

A new Section 1.1A is added to the Original Prospectus as follows:

"The Company is offering 1,000 Shares each at an issue price of $0.63 to raise $630 (Share Offer). There is no minimum subscription for the Share Offer.

All Shares offered under this Share Offer will rank equally with existing Shares currently on issue. Further details on the rights and liabilities attaching to the Shares are contained in Section 4.4 of the Original Prospectus.

The Share Offer will be opened on 22 October 2009 and will remain open until 5.00pm WST on 24 October 2009, subject to the right of the Directors to either close the Share Offer at an earlier time and date or to extend the closing time and date without prior notice.

To subscribe for Shares complete and return the Share Offer Application Form, which will be provided with a copy of this Prospectus by the Company at the Company's discretion, in accordance with the instructions set out in the Share Offer Application Form.

Completed Share Offer Application Forms and Application Monies should be delivered to Resolute Mining Limited, Level 4, BGC Centre 28 The Esplanade Perth WA 6000. Cheques must be made payable to “Resolute Mining Limited Capital Raising Account” and crossed “Not Negotiable”. All cheques must be in Australian currency.

All Application Monies received before the Shares are issued will be held by the Company on trust for Applicants. Any interest that accrues will be retained by the Company. The Company reserves the right to reject any Application, or to issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without interest). Subject to ASX granting Official Quotation of the Shares the Directors will proceed with the allotment of the Shares as soon as possible after the Closing Date. Following allotment, statements of Shareholdings will be despatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell their Shares before they receive their holding statements will do so at their own risk."

(b) Purpose of the Share Offer

The purpose of the Share Offer is to ensure that the on-sale of Shares issued under a placement to M&G Investments does not cause a breach of section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act.

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(c) Capital Structure and Use of Funds

The number of Shares on issue in the capital structure of the Company on completion of the Share Offer as detailed in Section 2.1 of the Original Prospectus will increase by 1,000.

There Share Offer will not result in any material increase in the funds of the Company as a maximum of $630 will be raised. As stated above the purpose of the Share Offer is not for fund raising but rather to ensure the placement to M&G Investments does not cause a breach of section 707(3) of the Corporations Act by relying on the exemption to the secondary trading provisions in section 708A(11) of the Corporations Act.

(d) Announcements

Since the lodgement of the Original Prospectus the following announcements have been made by the Company:

Date	Announcement
14/9/09	Documents sent to security holders
15/9/09	CEO Presentation
22/9/09	Trading Halt Request
23/9/09	Capital Raising Expanded
24/9/09	Appendix 3B–Issue of Securities
24/9/09	Notice of Becoming a Substantial Shareholder
25/9/09	Financial Report June 2009
7/10/09	Syama September Progress Report
16/10/09	Capital Raising Approved and Closed
20/10/09	Notice of Ceasing to be a Substantial Shareholder
22/10/09	Notice of Becoming a SubstantialShareholder

Section 3 General

All other information contained in the Original Prospectus remains unchanged. Words and phrases as defined in the Original Prospectus have a corresponding meaning in this Supplementary Prospectus.

Section 4 Directors’ Consents and Authorisations

Each Director of Resolute Mining Limited has given and has not, at the date of this Supplementary Prospectus, withdrawn his written consent to the lodgement with the ASIC of this Supplementary Prospectus.

This Supplementary Prospectus is signed for and on behalf of Resolute Mining Limited by:

Peter Sullivan Director Dated 22 October 2009

This document is important and should be read in its entirety and in conjunction with the Original Prospectus. If you do not understand its contents, you should consult your professional adviser without delay.

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