Resolute Mining Limited — Capital/Financing Update 2014

Dec 11, 2014

ASX Announcement

01

12 December 2014

CONVERTIBLE NOTE OFFER COMPLETED

Resolute Mining Limited (ASX: RSG, Resolute or the Company) is pleased to announce that its $15,000,000 Convertible Note Offer has been successfully completed and that it has allotted 15,000,000 Convertible Notes to the applicants.

Resolute has applied to the Australian Securities Exchange Limited for listing of the Convertible Notes with trading of the securities anticipated to commence on 15 December 2014.

An updated Appendix 3B is attached.

GREG FITZGERALD Company Secretary

About Resolute:

Resolute is an unhedged gold miner with two operating mines in Africa and Australia. The Company is one of the largest gold producers by volume listed on the ASX. Resolute's flagship Syama project in Mali is on track for an increase in production to 270,000oz of gold a year following an approved expansion to be undertaken through FY2016. At its Ravenswood mine in Queensland Resolute is investigating a number of opportunities to add value by increasing gold production and lowering operating costs. In Ghana, the Company is now the owner and operator of the advanced Bibiani gold project where work is being undertaken on an underground feasibility study including a 20,000m drill program. 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 now completed Golden Pride mine.

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

Convertible Unsecured Notes

15,000,000

• 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)

The Convertible Unsecured Notes will be listed, have a face value of $1.00, an interest rate of 10% payable quarterly in arrears, convert into one share at the election of the holder and be for a three year term. Upon conversion into Shares, they will rank equally with existing Shares.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inallrespectsfromthedateofallotment with an existing +classofquoted +securities?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	The Convertible Unsecured Notes, if convertedto Shares, will rank equally with the Sharescurrently on issue.Prior to conversion intoShares, the Convertible Unsecured Notes do notcarry voting rights or entitlements to dividends.
5	Issue price or consideration	$1.00 per Convertible Unsecured Note
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	To raise funds for the Company's growthprojectsandforgeneralworkingcapitalpurposes.
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)

Number	+Class
641,189,223	Shares
15,000,000	ConvertibleUnsecuredNotes

The Convertible Unsecured Notes will be issued on or about 15 December 2014 and holding statements or a share registry advice will be dispatched on or about 15

December 2014.

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX	438,000	Options with an exercise price of $1.09and expiry of 14 February 2015.
	(including the securities in section2 if applicable)	33,000	Options with an exercise price of $1.21and expiry of 15 July 2015.
		90,000	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.
		786,333	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.
		665,400	Options with an exercise price of $1.85and expiry of 26 January 2017.
		1,586,978	Performance Rights (Level 1) with avesting period ending on 30 June 2015.
		3,585,228	Performance Rights (Level 1) with avesting period ending on 30 June 2016.
		1,544,023	Performance Rights (Level 2) with avesting period ending on 30 June 2016.
		3,088,428	Performance Rights (Level 1) with avesting period ending on 30 June 2017.

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 whowillnotbesentnewissuedocuments	n/a
	Note: Security holders must be told how theirentitlements are to be dealt with.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
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
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

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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

+ 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

۰.۰.$\overline{\phantom{a}}$×

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: 12/12/14

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	640,994,224
Add the following:•Number of fully paid ordinary securitiesissued in that 12 month period under an
exception in rule 7.2•Number of fully paid ordinary securities
issued in that 12 month period withshareholder approval•Number of partly paid ordinary
securities 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) 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"	640,994,224

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
Multiply "A" by 0.15	96,149,134
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of equity securities issued oragreed to be issued in that 12 month periodnot counting those issued:	15,000,000 Convertible Notes
•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"	15,000,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	96,149,134
Note: number must be same as shown inStep 2
Subtract "C"	15,000,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	81,149,134
	[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"	0.10Note: 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.