Resolute Mining Limited — Capital/Financing Update 2016

Aug 31, 2016

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, 04/03/13

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 Ordinary Shares and Performance Rights
• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

Ordinary Shares – 3,158,402

Performance Rights – 575,145

+ See chapter 19 for defined terms.

3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities,the amount outstandingandduedatesforpayment;if	ShareshavebeenissuedpursuanttothevestingofPerformanceRightsissuedtoLevel1employeesin2013andLevel2employeesin2014 and rank equallywith existing Shares.
	+convertiblesecurities,theconversionpriceanddatesforconversion)	PerformanceRightsissuedareinaccordancewiththeResoluteMiningLimitedPerformanceRightsPlanapprovedbyshareholdersatthe2012 AGM.
		EachPerformanceRightwillconverttoonefullypaidordinarysharefornilcashconsideration,subjecttosatisfactionofaservice vesting condition.
		PursuanttotheCompany'sremunerationframeworkadoptedin2012/13,thesePerformanceRightshavebeenissuedtoLevel2employees(ie.thoseeligibleemployeesthatreporttoaLevel1employeeandarekeydriversoftheoperationalpartsofthebusiness)astheLongtermincentivecomponentoftheirremunerationpackage.ThequantumofPerformanceRightsissuedtoLevel2employeesislinkedtoShorttermincentivemetricsbasedonperformanceovertheprevious12months,andvestingissubjecttoanadditional 2 years'service condition.
		PerformanceRightsthatdonotvestwilllapseimmediately.
		FurtherdetailsonthetermsofthePerformanceRightscanbefoundonpages15to17ofResolute'sFinancialReportfortheyearended30 June 2016.

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date 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 No cash consideration

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

The ordinary shares issued rank equally in all respects with existing issued ordinary fully paid shares.

Performance Rights do not rank equally with existing fully paid ordinary shares from the date of issue and do not participate in any dividends or distributions.

Any fully paid shares issued on the conversion of Performance Rights will rank equally in all respects with existing issued ordinary fully paid shares.

The fully paid ordinary shares were issued to Level 1 and 2 employees for the Performance Rights relating to the 3-year period ended 30 June 2016 that have vested upon satisfaction of the performance and time based vesting criteria contained in the terms and conditions of the shareholder approved Performance Rights Plan.

For Level 1 employees, 46% (or 1,655,638) of the Performance Rights vested. Full details are provided at note f) on page 17 of the Financial Report for the year ended 30 June 2016.

For Level 2 employees, 97% (or 1,502,764) of the Performance Rights vested. These Performance Rights are subject to a time based vesting criteria. Changes made to the Performance Rights Plan going forward include the introduction of performance testing for future Level 2 employee Performance Rights to be granted.

The 575,145 Performance Rights issued represent the Long Term Incentive component of remuneration for Level 2 employees emanating from the year ended 30 June 2016 and relate to the 3-year period ending 30 June 2018.

+ See chapter 19 for defined terms.

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.
• 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

+ See chapter 19 for defined terms.

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

The ordinary shares were issued on 31 August 2016 and holding statements will be dispatched on approximately 1 September 2016.

The Performance Rights were issued on 31 August 2016 and certificates will be dispatched on approximately 10 September 2016.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
658,921,396	Shares

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
500,400	Optionswithanexercisepriceof$1.85andexpiryof26January 2017.
2,250,597	PerformanceRights(Level1)withavestingperiodendingon30June 2017.
4,720,402	PerformanceRights(Level2)withavestingperiodendingon30June 2017.
5,083,995	PerformanceRights(Level1)withavestingperiodendingon30June 2018.
575,145	PerformanceRights(Level2)withavestingperiodendingon30June 2018.

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.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	n/a
13	Ratio in which the +securitieswillbe offered	n/a
14	+Classof +securitiesto 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 who willnot be sent new offer documents	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

+ See chapter 19 for defined terms.

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	n/a
	security holders
25	If the issue is contingent on securityholders' approval, the date of themeeting	n/a
26	Dateentitlementandacceptanceform and offer documents will besent to persons 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
28	Date rights trading will begin (ifapplicable)	n/a
29	Daterightstradingwillend(ifapplicable)	n/a
30	How do security holders sell theirentitlementsinfullthroughabroker?	n/a
31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?	n/a

+ See chapter 19 for defined terms.

32	How do security holders dispose oftheirentitlements(exceptby salethrough a broker)?	n/a
33	+Issuedate	n/a
	Part 3 - Quotationof securities

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

34	Type of +securities
	(tick one)

(a) x +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 +equitysecurities, the names of the 20 largest holders of theadditional +securities,and the number and percentage of additional +securitiesheld bythose holders
36	If the +securities are +equitysecurities, a distribution schedule of the additional+securitiessetting 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

+ 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 +issue date 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

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 is not available now, we 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.

Sign here: ...... ...................................................... Date: ..31/8/16....................... (Director/Company secretary)

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 Amended 04/03/13

Part 1

Rule7.1– Issuesexceeding15%ofcapitalStep1:Calculate"A", thebasefigurefrom whichtheplacementcapacity iscalculated
Add the following:	28 August 2015 - 393,771
Number of fully paid +ordinary•securities	23 June 2016 - 14,050,000
issued in that 12 month period under anexception in rule 7.2	31 August 2016 – 3,158,402
Number of fully paid +ordinary•securitiesissued 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"	658,791,396

+ See chapter 19 for defined terms.

Step2:Calculate15%of"A"
"B"	0.15
Multiply "A" by 0.15	98,818,709
Step3:Calculate"C", theamountofplacementcapacityunderrule7.1thathasalreadybeenused
Insert number of +equitysecurities issuedor agreed to be issued in that 12 monthperiod not counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•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 separate	1 August 2016 – 130,000 ordinary shares31 August 2016 – 575,145 PerformanceRights
line items"C"	705,145
Step4: Subtract"C"from["A"x"B"]tocalculateremainingplacementcapacityunderrule7.1
"A" x 0.15Note: number must be same as shown inStep 2	98,818,709
Subtract "C"	705,145
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	98,113,564
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule7.1A–Additional placementcapacityforeligibleentities
Step1:Calculate"A", thebasefigurefromwhichtheplacementcapacity iscalculated
"A"
Note: number must be same as shown inStep 1 of Part 1
Step2:Calculate10%of"A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step3:Calculate"E", theamountofplacementcapacityunderrule7.1Athathasalreadybeenused
Insert number of +equitysecurities issuedor agreed to be issued in that 12 monthperiod under 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.

Step4: Subtract"E"from["A"x"D"]tocalculateremainingplacementcapacityunderrule7.1A
"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.