Resolute Mining Limited — Capital/Financing Update 2012

Dec 5, 2012

5 December 2012

ISSUE OF RESOLUTE PERFORMANCE RIGHTS AND APPENDIX 3Y

In accordance with the Resolute Mining Limited (ASX: RSG) Performance Rights Plan that was approved by shareholders at the Company's Annual General Meeting on 27 November 2012, the Company has issued 1,586,978 Resolute Mining Limited Performance Rights.

Attached is a copy of the Appendix 3B containing full details of this issue and a Change of Director's Interest Notice (Appendix 3Y).

For and on behalf of the Board

GREG FITZGERALD Company Secretary

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

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

Performance Rights

1,586,978

• 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)

Performance Rights issued are in accordance with the Resolute Mining Limited Performance Rights Plan approved by shareholders at the 2012 AGM. On vesting, one Performance Right is converted to one fully paid ordinary share in the Company for nil cash consideration. Vesting is subject to performance and other conditions set out in the Notice of 2012 Annual General Meeting distributed to shareholders on 25 October 2012.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inallrespectsfromthedateofallotment with an existing +classofquoted +securities?	n/a
	If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	No cash consideration.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Performance Rights represent the Long TermIncentivecomponentofremunerationforvarious employees for the current year.
6a	Is the entity an +eligible entity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	No
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1
6d	Number of +securities issued withsecurity holder approval under rule7.1A

+ See chapter 19 for defined terms.

• 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.
• 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
• 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)

The Performance Rights were issued on 3 December 2012 and certificates will be dispatched on

approximately 6 December 2012.

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 3

Appendix 3B New issue announcement

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX(including the securities in section	195,000	Options with an exercise price of $2.12and expiry of 22 May 2013.
	2 if applicable)	51,000	Options with an exercise price of $1.62and expiry of 28August 2013.
		217,333	Options with an exercise price of $0.42and expiry of 31 January 2014.
		505,000	Options with an exercise price of $1.09and expiry of 14 February 2015.
		39,000	Options with an exercise price of $1.21and expiry of 15 July 2015.
		135,000	Options with an exercise price of $1.43and expiry of 15 November 2015.
		2,000,000	Options with an exercise price of $1.36and expiry of 4 January 2016.
		945,666	Options with an exercise price of $1.43and expiry of 24 January 2016.
		130,000	Options with an exercise price of $1.18and expiry of 15 July 2016.
		782,400	Options with an exercise price of $1.85and expiry of 26January 2017.
		1,586,978	Performance Rights with a vestingperiod ending on 30 June 2015.

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

+ See chapter 19 for defined terms.

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.Cross reference: rule 7.7.	n/a
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	Amount of any handling fee payableto brokers who lodge acceptancesorrenunciationsonbehalfof+security holders	n/a
25	Iftheissueiscontingenton+security holders' approval, the dateof the meeting	n/a
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	n/a

+ See chapter 19 for defined terms.

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 dispose oftheir entitlements (except by salethrough a broker)?	n/a
33	+Despatch date	n/a

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

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.
• 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: 5/12/12

Print name: Greg Fitzgerald

== == == == ==

+ 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 capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid ordinarysecurities on issue 12 months before dateof issue or agreement to issue
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period under anexception in rule 7.2
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval
•Number of partly paid ordinary securitiesthat became fully paid in that 12 monthperiod
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis 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"

+ 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
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
•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"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

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"	0.10
	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
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3Y

Rule 3.19A.2

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	3 January 2012

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 tothe relevant interest.	Hardrock Capital Pty Ltd (an entity controlled by MrSullivan)
Date of change	3December2012
No. of securities held prior to change	3,507,448 fully paid ordinary shares2,000,000 unlisted options with a $1.36 exercise price
Class	Performance Rights
Number acquired	546,875
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	Performance Rights represent the Long Term Incentivecomponent of remuneration for Mr Sullivan and areissued for nil cash consideration.On vesting, onePerformance Right is converted to one fully paidordinary share in the Company. Vesting is subject toperformance and other conditions set out in the Noticeof2012AnnualGeneralMeetingdistributed toshareholders on 25 October 2012.

+ See chapter 19 for defined terms.

No. of securities held after change	3,507,448fully paid ordinary shares2,000,000 unlisted options with a $1.36 exercise price546,875 Performance Rights
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestmentplan, participation in buy-back	Issue of Performance Rights pursuant to the shareholderapproved Resolute Mining Performance Rights Plan.

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 whichthe interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and anestimated valuation
Interest after change

Part 3 – Closed Period

Were the interests in the securities or contractsdetailed above traded during a closed periodwhere prior written clearance was required?	No
If so, was prior written clearance provided toallow the trade to proceed during this period?	n/a
If prior written clearance was provided, on whatdate was this provided?	n/a

+ See chapter 19 for defined terms.