Resolute Mining Limited — Capital/Financing Update 2009

Sep 23, 2009

ASX ANNOUNCEMENT

APPENDIX 3B – ISSUE OF SECURITIES

Pursuant to the capital raising announced on 23 September 2009, the Company has issued the first tranche of convertible notes and listed options. Full details are provided in the attached Appendix 3B. In addition, 237 ordinary shares have been issued as a result of a conversion notice received from a Resolute Mining convertible note holder.

For and on behalf of the Board

GREG FITZGERALD Company Secretary

24 September 2009

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).

1issued	+Class of +securities issued or to be	Convertible Notes, Listed Options to acquirefully paid ordinary shares ("Listed Options")and fully paid ordinary shares ("Shares").
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	Convertible Notes – 27,272,730Listed Options – 9,090,910Shares – 237
3expiryand	Principal terms of the +securities(eg, if options, exercise price anddate;ifpartlypaid+securities, the amount outstandingduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion)	The Convertible Notes will be listed, have aface value of $0.50, an interest rate of 12% thatis payable from the commencement of thecurrent interest period, convert into one share atthe election of the holder and mature on 31December 2012. Upon conversion into Shares,they will rank equally with existing Shares.The Listed Options have an exercise price of$0.60 and an expiry date of 31 December 2011.Upon conversion into Shares, they will rankequally with existing Shares.Shares issued rank equally with existing Shares.

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?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 next dividend,distribution or interest payment	The Convertible Notes and the Options, whenconverted to Shares, will rank equally with theShares currently on issue. Prior to conversioninto Shares, the Convertible Notes and Optionsdo not carry voting rights or entitlements todividends.The Shares issued rank equally with the Sharescurrently on issue in all respects.
5	Issue price or consideration	Convertible Notes – $0.70Listed Options – $0.10convertible note holder conversion notice.	Shares – are being issued as a result of a
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	debt,fundthecostsfund raising.convertible note holder conversion notice.	The funds raised from the issue of ConvertibleNotes and Listed Options will be used to prepayassociatedwiththeremaining ramp up of the Syama Project,working capital and to meet the costs of theThe Shares are being issued as a result of a
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	andholdingstatementsapproximately 25 September 2009.September 2009.September 2009.	The Convertible Notes to be issued will beissued on approximately 25 September 2009dispatchedbyThe Listed Options to be issued pursuant to theConvertible Note Offer will be issued onapproximately 25 September 2009 and holdingstatements dispatched by approximately 25The Shares to be issued will be issued onapproximately 25 September 2009 and holdingstatements dispatched by approximately 25
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause	352,313,793130,716,170	SharesConvertible Notes
	2 if applicable)	89,076,984	Listed Options

+ See chapter 19 for defined terms.

9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	40,000	Options with an exerciseprice of $1.41 and expiry of21 December 2009.
		55,000	Options with an exerciseprice of $1.12 and expiry of23 March 2011.
		335,000	Options with an exerciseprice of $1.32 and expiry of24 October 2011.
		237,000	Options with an exerciseprice of $2.12 and expiry of22 May 2013.
		99,000	Options with an exerciseprice of $1.62 and expiry of29 August 2013.
		1,250,000	Options with an exerciseprice of $1.63 and expiry of1 October 2011.
		1,805,000	Options with an exerciseprice of $0.42 and expiry of31 January 2014.
		500,000	Options with an exerciseprice of $1.00 and expiry of31 March 2012.
		500,000	Options with an exerciseprice of $0.74 and expiry of30 June 2012.
10	Dividend policy (in the case of a		The Directors may from time to time determine
	trust, distribution policy) on the		dividends to be distributed to members according to

their rights and interests.

increased capital (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 +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
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

+ See chapter 19 for defined terms.

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 (ifapplicable)	N/A
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 securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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 theadditional +securities, and the number and percentage of additional +securities held bythose holders
36	If the +securities are +equity securities, a distribution schedule of the additional+securities setting out the number of holders in the categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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.

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)

+Class

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: 24 September 2009......

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

+ See chapter 19 for defined terms.