Resolute Mining Limited — Capital/Financing Update 2012

Jan 2, 2012

3 January 2012

RESOLUTE MINING COMPLETES BALANCE SHEET TRANSFORMATION

• $68m of Debt extinguished by Convertible Notes conversion
• $30m of cash raised by Listed Options exercise
• Resolute now unhedged and effectively ungeared

Resolute Mining Limited (ASX: RSG, "Resolute") is pleased to advise that it has moved to an effectively ungeared position following the conversion of all listed Convertible Notes on issue and the repayment of all of its Senior Debt.

On 31 December 2011 Resolute issued shares as a result of the conversion of virtually all Convertible Notes on issue, reducing by $68 million its unsecured Debt. Also at year end all amounts owed under the Senior Debt Facility of US$22.4 million have been repaid.

In addition, the exercise of Listed Options which were due for expiry on 31 December 2011 provided a capital inflow of nearly $30 million during the quarter.

"The transformation of Resolute's balance sheet over the past 12 months has been remarkable," Resolute Chief Executive Officer Peter Sullivan said.

"At the end of 2010 the face value of our borrowings was $168 million and through 12 months of discipline and strong operational cash flows we have reduced that figure to just over $10 million which is more than offset by our current cash position.

"This leaves Resolute in a strong financial position to pursue the growth projects we have identified at Syama and Ravenswood, continue to unlock the exploration potential we have across our portfolio and consider further capital management initiatives for shareholders."

An Appendix 3B in relation to the recent issue of new shares from the conversion of Convertible Notes and exercise of options is appended to this announcement.

Also attached are Appendix 3Y's (Change of Director's Interest Notice) for each of

Resolute's directors.

PETER SULLIVAN

Chief Executive Officer

About Resolute:

Resolute is an unhedged gold miner with three operating mines in Africa and Australia. The Company is the second largest gold producer by volume listed on the ASX. Resolute is targeting an increase in production from its flagship Syama project in Mali to 250,000oz of gold a year after an extended ramp-up and commissioning period. Resolute is currently investigating a number of opportunities to add value by increasing gold production and lowering operating costs at Syama and its Ravenswood operations in Queensland. The Company controls an extensive footprint along the highly prospective Syama Shear and Greenstone Belts in Mali and Cote d'Ivoire. Resolute has also identified a number of highly promising exploration targets at its Ravenswood operations and holds a number of exploration projects in Tanzania surrounding its Golden Pride mine.

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 beissued	Fully paid ordinary shares ("Shares")
2	Number of +securities issued or tobe issued (if known) or maximumnumber which may be issued	Shares – 136,488,429 (as a result of convertiblenote holder conversion notices)
		Shares–29,490,239(asaresultoftheexercising of listed share options)
3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingandduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion)	Shares issued rank equally with existing Shares.

4	Do the +securities rank equally in all	Shares – Yes
	respects 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
5	Issue price or consideration	136,488,429 Shares were issued as a result ofconvertible note holder conversion notices.
		29,490,239 Shares were issued at a price ofshare options.	$0.60 each as a result of the exercise of listed
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	convertible note holder conversion notices.exercise of listed share options.	136,488,429 Shares were issued pursuant to29,490,239 Shares were issued as a result of the
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	2012.	The Shares were issued on 31 December 2011and holding statements dispatched on 3 January
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX	653,775,338	Shares
	(including the securities in clause2 if applicable)	374,046 *	Convertible Notes
		1,817,430 *	Listed Options

* Due to 31 December 2011 falling on a Saturday, Conversion and Exercise Notices received by the Company on the first business day following 31 December 2011 will be accepted. As a result, the figures marked above will reduce to nil by the time the next Appendix 3B is issued following the processing of these Notices and the clearance of cheques received relating to the exercise of options.

+ See chapter 19 for defined terms.

9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	213,000	Options with an exerciseprice of $2.12 and expiry of22 May 2013.
		51,000	Options with an exerciseprice of $1.62 and expiry of28 August 2013.
		517,333	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.
		3,000,000	Options with an exerciseprice of $0.72 and expiry of24 October 2012.
		650,000	Options with an exerciseprice of $1.09 and expiry of14 February 2015.
		81,000	Options with an exerciseprice of $1.21 and expiry of15 July 2015.
		135,000	Options with an exerciseprice of $1.43 and expiry of15 November 2015.
		2,000,000	Options with an exerciseprice of $1.36 and expiry of4 January 2016.
		1,145,666	Options with an exerciseprice of $1.43 and expiry of24 January 2016.
		130,000	Options with an exerciseprice of $1.18 and expiry of15 July 2016.
10	Dividend policy (in the case of a		The Directors may from time to time determine

trust, distribution policy) on the increased capital (interests)

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
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.

Iftheissueiscontingenton+securityholders'approval,thedate of the meeting	N/A
Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	N/A
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
Date rights trading will begin (ifapplicable)	N/A
Date rights trading will end (ifapplicable)	N/A
How do +security holders sell theirentitlementsinfullthroughabroker?	N/A
How do +security holders sell partof their entitlements through abroker and accept for the balance?	N/A
How do +security holders disposeof their entitlements (except by salethrough a broker)?	N/A
+Despatch date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34Type 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)

		Number	+Class
42	Number and +class of all +securities
	quotedonASX(includingthe
	securities in clause 38)

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: 3 January 2012......

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

+ See chapter 19 for defined terms.

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	Thomas Cummings Ford
Date of last notice	17 March 2011

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

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances givingrise to the relevant interest.	Motrose Pty Ltd (an entity controlled by Mr Ford)
Date of change	17 March 2011
No. of securities held prior to change	131,315 fully paid ordinary shares200,000 convertible notes133,333 listed options with a $0.60 exercise price
Class	Fully paid ordinary sharesConvertible notesListed options
Number acquired	333,333 fully paid ordinary shares
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	$79,999.80 was paid to exercise 133,333 options toacquire 133,333 shares at a cost of $0.60 each.In accordance with the Resolute Convertible Note TrustDeed, 200,000 convertible notes have been converted toshares on a one for one basis without any furtherpayment.

+ See chapter 19 for defined terms.

No. of securities held after change	464,648 fully paid ordinary shares
Nature of changeExample: on-market trade, off-market trade, exercise of	Issue of fully paid ordinary shares upon exercise oflisted options and conversion of notes.
options, issue of securities under dividend reinvestmentplan, participation in buy-back

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

Were the interests in the securities orcontracts detailed above traded during aclosed period where prior written clearancewas required?	No
If so, was prior written clearance providedto allow the trade to proceed during thisperiod?	n/a
If prior written clearance was provided, onwhat date was this provided?	n/a

+ See chapter 19 for defined terms.

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	12 December 2011

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

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 byMr Sullivan)
Date of change	31 December 2011
No. of securities held prior to change	3,307,448 fully paid ordinary shares200,000 $0.50 convertible notes2,000,000 unlisted options with a $1.36 exerciseprice
Class	Fully paid ordinary sharesConvertible notes
Number acquired	200,000 fully paid ordinary shares
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	In accordance with the Resolute Convertible NoteTrust Deed, 200,000 convertible notes have beenconverted to shares on a one for one basis withoutany further payment.

+ See chapter 19 for defined terms.

No. of securities held after change	3,507,448 fully paid ordinary shares2,000,000 unlisted options with a $1.36 exerciseprice
Nature of changeExample: on-market trade, off-market trade, exercise of options,issueofsecuritiesunderdividendreinvestmentplan,participation in buy-back	Issue of fully paid ordinary shares upon conversionof notes.

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

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.

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 Ernest Huston
Date of last notice	5 January 2009

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

Direct or indirect interest	Direct and Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances givingrise to the relevant interest.	Mandalup Investments Pty Ltd (an entity controlled byMr Huston)
Date of change	31 December 2011
No. of securities held prior to change	401,421 fully paid ordinary shares26,761 listed options with a $0.60 exercise price
Class	Fully paid ordinary sharesListed options
Number acquired	26,761 fully paid ordinary shares
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	$16,056.60 was paid to exercise 26,761 options toacquire 26,761 shares at a cost of $0.60 each.
No. of securities held after change	428,182 fully paid ordinary shares
Nature of changeExample: on-market trade, off-market trade,exercise of options, issue of securities underdividend reinvestment plan, participation in buyback	Issue of fully paid ordinary shares upon exercise oflisted options.

+ See chapter 19 for defined terms.

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

Were the interests in the securities orcontracts detailed above traded during aclosed period where prior written clearancewas required?	No
If so, was prior written clearance providedto allow the trade to proceed during thisperiod?	n/a
If prior written clearance was provided, onwhat date was this provided?	n/a

+ See chapter 19 for defined terms.

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	Henry Thomas Stuart Price
Date of last notice	4 January 2011

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

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances givingrise to the relevant interest.	Stillwater Holdings Pty Ltd (an entity controlled by MrPrice)
Date of change	31 December 2011
No. of securities held prior to change	27,191 fully paid ordinary shares100,000 $0.50 convertible notes67,554 listed options with a $0.60 exercise price
Class	Fully paid ordinary sharesConvertible notesListed options
Number acquired	167,554 fully paid ordinary shares
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	$40,532.40 was paid to exercise 67,554 options to acquire67,554 shares at a cost of $0.60 each.In accordance with the Resolute Convertible Note TrustDeed, 100,000 convertible notes have been converted toshares on a one for one basis without any further payment.

+ See chapter 19 for defined terms.

No. of securities held after change	194,745 fully paid ordinary shares
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestmentplan, participation in buy-back	Issue of fully paid ordinary shares upon exercise of listedoptions and conversion of notes.

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

Were the interests in the securities orcontracts detailed above traded during aclosed period where prior written clearancewas required?	No
If so, was prior written clearance providedto allow the trade to proceed during thisperiod?	n/a
If prior written clearance was provided, onwhat date was this provided?	n/a

+ See chapter 19 for defined terms.