Resolute Mining Limited — Capital/Financing Update 2011

Jan 3, 2011

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ASX
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Announcement
ACN 097 088 689
4 JANUARY 2011 1
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CONVERTIBLE NOTE INTEREST PAYMENT, S. 708A(5)(E) CLEANSING NOTICE, APPENDIX 3B AND APPENDIX 3Y

As previously announced, the Company has elected to pay the interest installment (equal to 3 cents per note) on the Company’s listed convertible notes by the issue of shares.

As a result, 3,603,264 Resolute Mining ordinary shares have been issued today to convertible note holders registered on the record date. In accordance with the terms and conditions of the convertible notes, the shares have been issued at a price of $1.2402 each.

In addition, 8,223,989 shares have been issued as a result of a Resolute Mining convertible note holder converting their notes to shares.

In accordance with the shareholder approved Resolute Mining Limited Employee Share Option Plan, Resolute Mining has issued 3,366,000 unlisted share options to employees with an average exercise price of $1.39 per share and a 5 year term.

In relation to the above, please find attached :

• a Section 708A(5)(E) Notice

• an Appendix 3B (New Issue Announcement)

• an Appendix 3Y (Change of Director’s Interest Notice) for Peter Sullivan

• an Appendix 3Y for Tom Ford

• an Appendix 3Y for Bill Price

For and on behalf of the Board

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GREG FITZGERALD

Company Secretary

Resolute Mining Limited 4th Floor, The BGC Centre, 28 The Esplanade, Perth, Western Australia 6000 Telephone: + 61 8 9261 6100 Facsimile: + 61 8 9322 7597 E-mail: contact@rml.com.au www.rml.com.au

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ASX Announcement
2
4 JANUARY 2011 2
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SECTION 708(5)(E) NOTICE

Resolute Mining Limited notifies ASX (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) under section 708A(5)(e) that:

• a) the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act;

• b) as at the date of this notice the Issuer has complied with the provisions of Chapter 2M as they apply to the Issuer and with sections 674 and 675 of the Corporations Act; and

• c) as at the date of this notice there is no information which is excluded information as contained in sections 708A(7) and (8) of the Corporations Act.

DETAILS OF THE ISSUE OR OFFER OF SECURITIES
Class of Securities:	Ordinary Shares
ASX Code of the Securities:	RSG
Date of the issue of securities:	4 January 2011
Total number of securities issued:	3,603,264

Resolute Mining Limited 4th Floor, The BGC Centre, 28 The Esplanade, Perth, Western Australia 6000 Telephone: + 61 8 9261 6100 Facsimile: + 61 8 9322 7597 E-mail: contact@rml.com.au www.rml.com.au

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)	Fully paid ordinary shares (“Shares”) Unlisted options to acquire fully paid ordinary shares (“Options”)
	Shares – 3,603,264 (in lieu of interest owing to convertible note holders) Shares – 8,223,989 (as a result of convertible note holder conversion notices) Options–3,366,000
	Shares issued rank equally with existing Shares. 2,000,000 of the unlisted Options have an exercise price of $1.36 and an expiry date of 4 January 2016. Upon conversion into Shares, they will rank equally with existing Shares. 1,366,000 of the unlisted Options have an exercise price of $1.43 and an expiry date of 24 January 2016. Upon conversion into Shares, they will rank equally with existing Shares.

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Shares – Yes Options – Prior to conversion into Shares, the Options do not carry voting rights or entitlements to dividends.	Shares – Yes Options – Prior to conversion into Shares, the Options do not carry voting rights or entitlements to dividends.
	3,603,264 Shares issued at a price of $1.2402 each. 8,223,989 Shares are being issued as a result of a convertible note holder conversion notice. Options – nil.
	To pay the instalment of interest owing (equal to 3 cents per note) to the Company’s convertible note holders registered on the record date. 8,223,989 of the Shares are being issued pursuant to convertible note holder conversion notices. The unlisted Options have been issued in accordance with the shareholder approved Employee Share Option plan and are designed to provide employees with a long term incentive.
	The Shares to be issued will be issued on 4 January 2011 and holding statements dispatched on 4 January 2011. The unlisted Options will be issued on 5 and 25 January 2011 respectively and certificates dispatched by approximately 7 and 27 January 2011 respectively.
	Number	+Class
	463,476,040 138,582,365 53,474,741	Shares Convertible Notes ListedOptions

• See chapter 19 for defined terms.

Appendix 3B Page 2

11/3/2002

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	10,000 125,000 213,000 75,000 1,250,000 705,667 500,000 500,000 3,000,000 829,000 179,000 135,000 2,000,000 1,366,000	Options with an exercise price of $1.12 and expiry of 23 March 2011. Options with an exercise price of $1.32 and expiry of 24 October 2011. Options with an exercise price of $2.12 and expiry of 22 May 2013. Options with an exercise price of $1.62 and expiry of 28 August 2013. Options with an exercise price of $1.63 and expiry of 1 October 2011. Options with an exercise price of $0.42 and expiry of 31 January 2014. Options with an exercise price of $1.00 and expiry of 31 March 2012. Options with an exercise price of $0.74 and expiry of 30 June 2012. Options with an exercise price of $0.72 and expiry of 24 October 2012. Options with an exercise price of $1.09 and expiry of 14 February 2015. Options with an exercise price of $1.21 and expiry of 15 July 2015. Options with an exercise price of $1.43 and expiry of 15 November 2015. Options with an exercise price of $1.36 and expiry of 4 January 2016. Options with an exercise price of $1.43 and expiry of 24January2016.

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.

• See chapter 19 for defined terms.

Appendix 3B Page 4

11/3/2002

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 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 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	No.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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 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
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

11/3/2002

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

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.

Appendix 3B Page 8

11/3/2002

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: 4 January 2011......

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

• See chapter 19 for defined terms.

Appendix 3B Page 9

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity RESOLUTE MINING LIMITED ABN 39 097 088 689

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Peter Ross Sullivan
Date of last notice	30 June 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Hardrock Capital Pty Ltd (an entity controlled by Mr Sullivan)
Date of change	4 January 2011
No. of securities held prior to change	3,169,277 fully paid ordinary shares 200,000 $0.50 convertible notes 133,333 listed options with a $0.60 exercise price
Class	Fully paid ordinary shares Unlisted options
Number acquired	4,838 fully paid ordinary shares 2,000,000 unlisted options with a $1.36 exercise price and a 4 January 2016 expiry date
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1.2402 per share. Nil for the options.
No. of securities held after change	3,174,115 fully paid ordinary shares 200,000 $0.50 convertible notes 133,333 listed options with a $0.60 exercise price 2,000,000 unlisted options with a $1.36 exercise price

• See chapter 19 for defined terms.

Appendix 3Y Page 1

9/12/2010

Appendix 3Y Change of Director’s Interest Notice

Nature of change Issue of fully paid ordinary shares in lieu of interest Example: on-market trade, off-market trade, payable by the Company to convertible note holders for exercise of options, issue of securities under dividend reinvestment plan, participation in buythe 6 month period ended 31 December 2010. back

Issue of unlisted options in accordance with the resolution passed by shareholders at the Resolute Mining Limited Annual General Meeting on 30 November 2011.

Part 2 – Change of director’s interests in contracts

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 – Closed Period

Part 3 – Closed Period
Were the interests in the securities or contracts detailed above traded during a closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

9/12/2010

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity RESOLUTE MINING LIMITED ABN 39 097 088 689

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Thomas Cummings Ford
Date of last notice	30 June 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Motrose Pty Ltd (an entity controlled by Mr Ford)
Date of change	4 January 2011
No. of securities held prior to change	26,477 fully paid ordinary shares 200,000 convertible notes 133,333 listed options with a $0.60 exercise price
Class	Fully paid ordinary shares
Number acquired	4,838 fully paid ordinary shares
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1.2402 per share.
No. of securities held after change	31,315 fully paid ordinary shares 200,000 convertible notes 133,333 listed options with a $0.60 exercise price

• See chapter 19 for defined terms.

Appendix 3Y Page 1

9/12/2010

Appendix 3Y Change of Director’s Interest Notice

Nature of change Issue of fully paid ordinary shares in lieu of interest Example: on-market trade, off-market trade, payable by the Company to convertible note holders for exercise of options, issue of securities under dividend reinvestment plan, participation in buythe 6 month period ended 31 December 2010. back

Part 2 – Change of director’s interests in contracts

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 – Closed Period

Part 3 – Closed Period
Were the interests in the securities or contracts detailed above traded during a closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity RESOLUTE MINING LIMITED ABN 39 097 088 689

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Henry Thomas Stuart Price
Date of last notice	30 June 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Stillwater Holdings Pty Ltd (an entity controlled by Mr Price)
Date of change	4 January 2011
No. of securities held prior to change	24,772 fully paid ordinary shares 100,000 $0.50 convertible notes 67,554 listed options with a $0.60 exercise price
Class	Fully paid ordinary shares
Number acquired	2,419 fully paid ordinary shares
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1.2402 per share.
No. of securities held after change	27,191 fully paid ordinary shares 100,000 $0.50 convertible notes 67,554 listed options with a $0.60 exercise price

• See chapter 19 for defined terms.

Appendix 3Y Page 1

9/12/2010

Appendix 3Y Change of Director’s Interest Notice

Nature of change Issue of fully paid ordinary shares in lieu of interest Example: on-market trade, off-market trade, payable by the Company to convertible note holders for exercise of options, issue of securities under dividend reinvestment plan, participation in buythe 6 month period ended 31 December 2010. back

Part 2 – Change of director’s interests in contracts

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 – Closed Period

Part 3 – Closed Period
Were the interests in the securities or contracts detailed above traded during a closed period where prior written clearance was required?
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

9/12/2010