Resolute Mining Limited — Capital/Financing Update 2019

Sep 5, 2019

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6 September 2019

Appendix 3B, Appendix 3Y and Section 708A(5) Cleansing Notice

Resolute Mining Limited (ASX/LSE: RSG) ( Issuer ) notifies the Australian Securities Exchange ( ASX ) (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) that:

• a) the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) ( Corporations Act );

• b) this notice is being given under section 708A(5)(e) of the Corporations Act;

• c) as at the date of this notice the Issuer has complied with the provisions of Chapter 2M as they apply to the Issuer and with section 674 of the Corporations Act; and

• d) as at the date of this notice there is no information which is ‘excluded information’ within the meaning of sections 708A(7) and (8) of the Corporations Act.

DETAILS OF THE ISSUE OF SECURITIES

ections 708A(7) and (8) of the Corporations Act.	ections 708A(7) and (8) of the Corporations Act.
DETAILS OF THE ISSUE OF SECURITIES
Class of securities:	Ordinary Shares
ASX Code of the securities:	RSG
Date of the issue of securities:	6 September 2019
Total number of securities issued:	759,154

Application for admission of these shares to the Official List (Standard Segment) and to trading on the Main Market of the LSE is being made and admission is expected at 8.00am on or around 11 September 2019.

For further information, contact:

John Welborn Managing Director & CEO

Jeremy Meynert

General Manager – Business Development & Investor Relations

Total Voting Rights

Following the issue of the Resolute Shares the subject of this Cleansing Notice, Resolute’s total issued share capital consists of 901,647,384 ordinary shares of no par value. Resolute does not hold any shares in treasury. Therefore, following such issue, the total number of voting rights in Resolute is 901,647,384. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Resolute under the FCA's Disclosure Guidance and Transparency Rules.

[7917320: 24637453_1]

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General

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Offer Document, a copy of which is available on the Resolute website at https://www.rml.com.au/toroacquisition/.

Dates referred to in this announcement are indicative only and are subject to change without notice to Toro Shareholders. Any significant changes to the above dates will be announced by Resolute on the ASX announcement platforms.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

ASX/LSE: RSG Capital Summary

Fully Paid Ordinary Shares: 901,647,384 Current Share Price: A$1.61 as at 5 September 2019 Market Capitalisation: A$1.45 billion FY19 Guidance (to 31 December): 400,000oz @ AISC US$960/oz

Board of Directors

Mr Martin Botha Non-Executive Chairman Mr John Welborn Managing Director & CEO Ms Yasmin Broughton Non-Executive Director Mr Mark Potts Non-Executive Director Ms Sabina Shugg Non-Executive Director Mr Peter Sullivan Non-Executive Director

Contact

John Welborn Managing Director & CEO Jeremy Meynert GM – BD & IR Level 2, Australia Place | 15-17 William St Perth, Western Australia 6000 T: +61 8 9261 6100 | F: +61 8 9322 7597 E: contact@rml.com.au

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2

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About Resolute

Resolute is a successful, dividend paying gold miner with more than 30 years of experience as an explorer, developer and operator of gold mines in Australia and Africa which have produced more than 8 million ounces of gold.

Resolute’s production and cost guidance for the 12 months to 31 December 2019 has been updated to 400,000oz of gold at an AISC of US$960/oz following the acquisition of Toro Gold Limited.

Resolute owns four gold mines. Its flagship asset is the world class Syama Gold Mine in Mali (Syama) which can produce more than 300,000 ounces of gold per annum from existing processing infrastructure. Resolute is currently commissioning the world’s first fully automated underground mine at Syama which will deliver a low cost, large scale operation with a mine life beyond 2032. The Mako Gold Mine in Senegal is a high quality, low cost asset with average annual production of ~140,000 ounces of gold. The Ravenswood Gold Mine in Australia and the Bibiani Gold Mine in Ghana are existing largescale assets which provide Resolute with significant production growth potential. Resolute has a pathway to annual gold production in excess of 500,000 ounces from a Global Mineral Resource base of more than 18 million ounces of gold.

Resolute trades on the Australian Securities Exchange (ASX) and the London Stock Exchange (LSE) under the ticker RSG.

Contact Information

Resolute

John Welborn, Managing Director & CEO Jeremy Meynert, General Manager – BD & IR Telephone: +61 8 9261 6100 Email: contact@rml.com.au Web: www.rml.com.au

Berenberg (UK Corporate Broker)

Matthew Armitt / Detlir Elezi Telephone: +44 20 3207 7800

Tavistock (UK Investor Relations)

Jos Simson / Charles Vivian / Emily Fenton / Annabel de Morgan Telephone: +44 207 920 3150 / +44 778 855 4035 Email: resolute@tavistock.co.uk

Follow Resolute

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ASX/LSE: RSG Capital Summary Fully Paid Ordinary Shares: 901,647,384 Current Share Price: A$1.61 as at 5 September 2019 Market Capitalisation: A$1.45 billion FY19 Guidance (to 31 December): 400,000oz @ AISC US$960/oz

Board of Directors

Mr Martin Botha Non-Executive Chairman Mr John Welborn Managing Director & CEO Ms Yasmin Broughton Non-Executive Director Mr Mark Potts Non-Executive Director Ms Sabina Shugg Non-Executive Director Mr Peter Sullivan Non-Executive Director

Contact

John Welborn Managing Director & CEO Jeremy Meynert GM – BD & IR Level 2, Australia Place | 15-17 William St Perth, Western Australia 6000 T: +61 8 9261 6100 | F: +61 8 9322 7597 E: contact@rml.com.au

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3

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. 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)	Ordinary shares
	Performance Rights Converted to Ordinary Shares: 759,154 Performance Rights Lapsed:(2,119,689)
	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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	The ordinary shares will rank equally in all respects with existing issued ordinary fully paid shares.
	759,154 ordinary shares issued to employees in accordance with the vesting outcomes of Performance Rights for no cash consideration.
	759,154 ordinary shares issued to employees in accordance with the vesting outcomes of Performance Rights.
	No
	N/A
	N/A
	N/A
	N/A

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 +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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)
	N/A
	N/A
	N/A
	N/A
	6 September 2019
	Number	+Class
	901,647,384	Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	1,000,000 1,944,924 983,592 2,183,681	Special grant of Performance Rights with a vesting period ending on 30 June 2020. Annual grant of Performance Rights with a vesting period ending on 30 June 2020. Annual grant of Performance Rights with a vesting period ending on 30 June 2021. Annual grant of Performance Rights with a vesting period ending on 31 December2021.

10 Dividend policy (in the case of a The Directors may from time to time determine trust, distribution policy) on the dividends to be distributed to members increased capital (interests) according to their rights and interests.

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates

• 15 +Record date to determine N/A entitlements

• 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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 +Issue date	N/A
	N/A
	N/A
	N/A

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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: 6 September 2019 Company Secretary

Print name: Amber Stanton

== == == == =

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

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	757,512,088
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	5 August 2019 – 128,657,263 ordinary shares issued as part of the consideration payable in relation to the acquisition of Toro Gold Limited as part of First Completion, as referred to in the Company’s ASX Announcements of 31 July 2019. Those shares are the subject of a Listing Rule 7.1 waiver granted by the ASX. 14 August 2019 – 12,336,379 ordinary shares issued as part of the consideration payable in relation to the acquisition of Toro Gold Limited as part of Second Completion, as referred to in the Company’s ASX Announcements of 31 July 2019. Those shares are the subject of a Listing Rule 7.1 waiver granted by the ASX. 6 September 2019 – 759,154 ordinary shares issued to employees in accordance with the vesting outcomes of Performance Rights.
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

“A”	899,264,884
Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	134,889,732
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	30 January 2019 – 582,500 ordinary shares 5 August 2019 – 1,800,000 ordinary shares issued as part of the financing fees payable in relation to the acquisition of Toro Gold Limited
“C”	2,382,500
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	134,889,732
Subtract“C” Note: number must be same as shown in Step 3	2,382,500
Total[“A” x 0.15] – “C”	132,507,232 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 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 7.1A that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

Appendix 3Y Change of Director’s Interest Notice

`Rule 3.19A.2

Appendix 3Y

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	Mr John Paul Welborn
Date of last notice	7 June 2019

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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	3 - 6 September 2019
No. of securities held prior to change	4,550,000 fully paid ordinary shares 564,000 Performance Rights vesting 30 June 2019 600,000 Performance Rights vesting 30 June 2019 1,000,000 Performance Rights vesting 30 June 2020 587,500 Performance Rights vesting 30 June 2020 277,559 Performance Rights vesting 30 June 2021 698,690 Performance Rights vesting 30 June 2022
Class	Fully Paid Ordinary Shares Performance Rights
Number acquired	341,000 ordinary shares
Number disposed	564,000 Performance Rights vesting 30 June 2019 600,000 Performance Rights vesting 30 June 2019 1,891,000 Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3Y Page 1

9/12/2010

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Average price of $1.62
No. of securities held after change	3,000,000 fully paid ordinary shares 1,000,000 Performance Rights vesting 30 June 2020 587,500 Performance Rights vesting 30 June 2020 277,559 Performance Rights vesting 30 June 2021 698,690 Performance Rights vesting 30 June 2022
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestmentplan, participation in buy-back	Vesting of Performance Rights Cancellation of Performance Rights On-Market Trades

Part 2 – Change of director’s interests in contracts

Detail of contract	N/A
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 which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

Part 3 – Closed Period

Were the interests in the securities or contracts detailed above traded during a closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

9/12/2010