Resolute Mining Limited — Capital/Financing Update 2012

Dec 9, 2012

10 December 2012 AIM Code: BGL, ASX Code: BAB

Completion of Acquisition of Mining Lease

On 26 November 2012 Bullabulling Gold Limited ("The Company") advised that it had entered into an agreement to acquire mining lease M 15/552 from Resolute Mining Limited ("Resolute"), with such acquisition subject to the completion of due diligence by the Company.

The Company advises that it has completed satisfactory due diligence, and has issued 13.5 million fully paid ordinary shares to Resolute in satisfaction of the acquisition.

M15/552 is situated immediately west of the Bullabulling gold deposit and is surrounded on three sides by Bullabulling Gold's existing tenements. Acquisition of M15/552 rationalises tenement ownership and removes a potential restriction to optimal open pit development at Bullabulling. Greater flexibility for the placement of waste rock dumps, haulage roads and other infrastructure is also provided, which may lead to improved project economics, particularly where haulage distances can be reduced.

In addition, the Company now has greater access to potential down dip extensions of the Bullabulling deposit and has the ability to test for extensions to the higher grade Edwards and Gryphon prospects, located to the south of the main ore zones.

Following completion of the transaction, Resolute hold 4.5% of Bullabulling Gold's expanded equity of 302,533,871 Ordinary Shares.

BrettLambert	WesthouseSecuritiesLimited
BullabullingGoldLimited	(UKNominatedAdviser)
Level2,55CarringtonStreet	MartinDavison
Nedlands,WA,6009,Australia	Tel:+442076016100
Tel:+61893864086
NeilBoom	JohnGardner/DudleyWhite
GreshamPRLtd(UKmedia)	MAGNUSInvestorRelations
Tel:+447866805108	(AustralianMedia)
	Tel:+61892120101/+61289991002
	jgardner@magnus.net.au

For information, contact:

About Bullabulling Gold Limited

Bullabulling Gold Limited is listed on the Australian Securities Exchange (ASX:BAB) and London's AIM Market (AIM:BGL) and has approximately 289 million shares on issue. The Company's primary asset is the wholly owned Bullabulling Gold Project, located near Coolgardie in Western Australia.

The Bullabulling Gold Project hosts JORC compliant Mineral Resources of 3.5 million ounces comprising Indicated Resources of 71.7 million tonnes at 0.96 g/t gold (2.2 million ounces) and Inferred Resources of 32.8 million tonnes at 1.06 g/t gold (1.1 million ounces) at Bullabulling and Inferred Resources of 4.8 million tonnes at 1.15 g/t gold (0.2 million ounces) at Gibraltar. Exploration has demonstrated strong potential for further expansion of the resource base.

The Bullabulling deposit is amenable to bulk tonnage open pit mining and conventional CIL processing has delivered high gold recoveries. The deposit is situated on granted Mining Leases in close proximity to infrastructure.

The Company is currently undertaking a pre‐feasibility study into the development of a large scale, low cost mining operation at Bullabulling, with first production targeted for 2015.

Competent Person Statement

The information in this report that relates to the Exploration Results, Mineral Resources or Ore Reserves is based upon information compiled by Mr Trevor Pilcher, who is a full time employee of the company and is a member of The Australasian Institute of Mining and Metallurgy. Mr Pilcher has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and the activity in which he is undertaking to qualify as a Competent Person under 2004 Edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Mr Pilcher consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Bullabulling Gold Limited

ABN

50 153 234 532

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

Fully paid ordinary shares

13,500,000

• 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)

As for existing fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equallyin all respects from the date ofallotment with an existing +classof quoted +securities?	Yes. Fully paid ordinary shares.
	Iftheadditionalsecuritiesdonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	100% interest in Mining Lease 15/552
6	Purpose of the issue(If issuedas consideration forthe acquisition of assets, clearlyidentify those assets)	Consideration for acquisition of tenementfrom Resolute Pty Ltd.

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2

6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

No.

+ See chapter 19 for defined terms.

• 6h If securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

29,855,080 securities

7 December 2012

• 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 section 2 if applicable)

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(includingthesecuritiesinsection 2 if applicable)	302,533,871	Fully paid ordinary

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securitiesnot quoted on ASX(includingthesecuritiesinsection 2 if applicable)	15,359,242	Various expiry datesand prices.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

As for existing fully paid ordinary

Part 2 - Bonus issue or pro rata issue NA

11	Issecurityholderapprovalrequired?
12	Is the issue renounceable or non‐renounceable?
13	+securitiesRatioinwhichthewill be offered
14	+Classof +securitiesto which theoffer relates
15	+Recorddatetodetermineentitlements
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsin relation to fractions
18	Names of countries in which theentity has +securityholders whowillnotbesentnewissuedocumentsNote: Security holders must be told how their
	entitlements are to be dealt with.Cross reference: rule 7.7.

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting feeor commission
22	Namesofanybrokerstotheissue
23	Feeorcommissionpayabletothe broker to the issue
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +securityholders
25	Iftheissueiscontingenton+securityholders' approval, thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnoticeswillbesenttooptionholders
28	Date rights trading will begin (ifapplicable)
29	Date rights trading will end (ifapplicable)

+ See chapter 19 for defined terms.

• 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

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)

		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the securities in clause38)

+ See chapter 19 for defined terms.

+ 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.
• 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.

(Company secretary)

Sign here: Date: 10 December 2012

Print name: David McArthur

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capitalStep 1: Calculate "A", the base figure from which the placementcapacity is calculated
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2	289,033,871
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval
•Number of partly paid ordinarysecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod
"A"	289,033,871

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	43,355,080
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:
•Under an exception in rule 7.2	13,500,000
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"	13,500,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	43,355,080
Note: number must be same as shown inStep 2
Subtract "C"	13,500,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	29,855,080
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2 N/A

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	Note: this value cannot be changed
Multiply "A" by 0.10
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of equity securities issued oragreed to be issued in that 12 month periodunder rule 7.1A
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	15,648,947
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	15,648,947
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.