Resolute Mining Limited — Capital/Financing Update 2019

Jun 17, 2019

==> picture [550 x 138] intentionally omitted <==

17 June 2019

LSE Dual Listing and De ositar Interest Information p y

` THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR TO US PERSONS OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into Australia, Canada, Japan, the Republic of South Africa or the United States. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by Resolute Mining Limited, in connection with the proposed admission of its ordinary shares ("Shares") to the Standard Listing segment of the Official List of the UK Financial Conduct Authority and to trading on the Main Market for listed securities of London Stock Exchange plc (the "London Stock Exchange" or “LSE”) (together, "Admission"). The Prospectus is available on the Company's website at www.rml.com.au/lse-listing/prospectus.

Background

Resolute Mining Limited (ASX: RSG) (Resolute, or the Company), is pleased to present the following information to investors regarding the Company’s Depositary Interest (DI) facility which will enable Resolute Shares to be tradable on the London Stock Exchange (LSE).

Admission and trading in Resolute Shares on the London Stock Exchange (LSE) is expected to commence at 8.00am GMT on Thursday 20 June 2019 under the ticker “LSE: RSG”. Resolute will retain its existing primary listing on the Australian Securities Exchange (ASX) where it will continue to trade as normal under the ticker “ASX: RSG”. Resolute is not raising equity capital or issuing any new shares as part of the LSE listing.

Resolute Shares to trade on the LSE as Depositary Interests

A Depositary Interest (DI) is a security which represents an underlying interest in an existing security registered with another exchange. In the case of Resolute, each Resolute DI will represent an interest in a Resolute share currently tradable on the ASX.

To facilitate trading of Resolute’s Shares on the LSE, Resolute has established a DI facility under which it has appointed Computershare Investor Services PLC as the Depositary. Securities of Australian issuers such as Resolute cannot be directly registered, transferred or settled through CREST (the electronic settlement system in the UK). The DI facility overcomes this by creating entitlements to Resolute’s Shares (the DIs), which are deemed to be UK securities and therefore admissible to CREST. The underlying Shares are listed and traded on the LSE, while the DIs are transferred in CREST to settle those trades.

If shareholders choose to move their securities to the UK to trade or hold and become the holder of DIs, their Shares are no longer held in their name on Resolute’s Australian share register. Instead, they are held by Computershare UK’s Australian custodian. DI holders become the beneficial holder of those Resolute Shares, with the DIs held on Resolute’s UK DI Register in CREST on their behalf by their broker.

The issued share capital of Resolute is not affected by the creation of DIs and no new shares are issued as part of the process. The tradable securities of Resolute at any point in time will consist of Shares registered to holders in

==> picture [596 x 51] intentionally omitted <==

==> picture [553 x 70] intentionally omitted <==

the Company’s Australian share register, tradable on the ASX, and Shares registered as DIs on the Company’s UK DI register, tradable on the LSE. Resolute Shares and DIs are fully fungible, meaning that by the process outlined below, holdings in Resolute Shares can be transferred between the ASX and the LSE as directed by the holder.

Converting Resolute Shares to Depositary Interests

In order to trade Resolute’s Shares on the LSE, shareholders will firstly need to convert their Shares to DIs and can do so by following the steps outlined below.

Step 1: Engage a suitable broker (if required)

If the shareholder’s current trading arrangements are not suitable, they must first engage a suitable Australian broker who has an agreement with a UK broker that is able to trade on the LSE and can accept the DIs into the UK CREST system to hold or for settlement purposes. Alternatively, they may wish to directly appoint a broker based in the UK. A list of UK brokers can be found via the London Stock Exchange website www.londonstockexchange.com.

Step 2: Complete documentation / instruct broker

Shareholders who wish to convert their Shares into DIs can do so:

• (1) directly in the case of a holder on the issuer sponsored sub-register by completing a Depositary Interests Issuance (Australian Register to UK DI Register) form (available at: www.investorcentre.com/au), and returning this with original certified ID, to Computershare’s Global Transaction team (details below). Note, issuer sponsored holding numbers are prefixed with an ‘I’, and are referred to as Securityholder Reference Numbers (SRNs). It is important that the holder completes the form in full, and in particular the CREST participant details in full within the DI Issuance Instructions section. A shareholder’s broker can assist them with providing this information.

The completed and signed DI issuance form and the shareholder’s certified ID are to be sent to Computershare by post or email:

Computershare Limited – Global Transactions Team PO Box 103 Abbotsford Victoria 3067 Australia E: gtuau@computershare.com.au

OR

• (2) by contacting their sponsoring Australian CHESS Participant to request a conversion of their Shares into DIs issued in the UK. This is relevant to shareholders that hold their Shares on the CHESS sub-register. CHESS holder numbers are prefixed with an ‘X’, and are referred to as Holder Identification Numbers (HINs).

On the Depositary Interests Issuance (Australian Register to UK DI Register ) form in the “DI issuance and delivery instruction” section a shareholder will be asked for “CREST Participant” information. The CREST Participant is the UK broker in this case, so the shareholder’s UK broker should be able to provide the information required.

If shareholders have any questions about the DI conversion process from Australia to the UK, they can contact Computershare’s Global Transactions team on:

P: 1300 850 505 (in Australia) P: +61 3 9415 4000 (outside Australia)

E: gtuau@computershare.com.au

==> picture [164 x 12] intentionally omitted <==

2

==> picture [553 x 70] intentionally omitted <==

Confirmation that DIs have been created advised by broker

It is expected that once a valid and complete instruction is provided the process of converting a shareholder’s Resolute Shares into DIs will be completed within 24 hours. The shareholder’s broker will provide them with confirmation that they are now the holder of an equivalent amount of DIs in CREST, which are issued on a 1 for 1 basis with Resolute’s Shares. After this time Resolute’s shareholders will be able to trade, subject to having a broker who can facilitate a trade on the Standard Listing of the LSE Main Market, with such trades settling in the form of DIs.

Communication from Resolute to DI holders

Computershare Investor Services PLC as the Depositary in the UK will rely on Resolute to supply information to it relating to matters that have a bearing on the rights of DIs which, to the extent possible, will mirror the rights of those holding Resolute Shares directly. These Company matters include cash distributions, corporate actions and company meetings. The Depositary is then responsible for making this information available to DI holders, being the broker who holds the DIs on their behalf in CREST.

Shareholders will need to discuss with their broker how they will in turn keep them updated. As part of its listings on the ASX, the Standard Listing of the LSE Main Market, and its obligations under the Australian Corporations Act 2001 (Cth), Resolute will publish all announcements and shareholder notices on its website and those of the ASX and LSE. Monitoring these websites will also keep shareholders up to date with the Company’s developments.

Transfer of DIs to Resolute Shares

Holders of DIs can, at any time, elect to cancel a DI and transfer to a direct holding in a Resolute Share. Shareholders should contact their broker who should be able to initiate the process on their behalf by withdrawing the DIs from CREST and instructing Computershare’s Global Transactions team to issue the Shares in their name on the Australian share register on either the CHESS or issuer sponsored sub-register. Once the Shares are issued on the Australian share register, the holder will be issued a holding statement as evidence of ownership and be able to trade on the ASX.

If shareholders have any questions about the DI conversion process from the UK to Australia, they can contact Computershare’s Global Transactions team on:

P: +44 (0)370 702 0003 (extension 1075)

E: !ALLUKGlobalTransactionTeam@computershare.co.uk

For further information, contact:

John Welborn

Managing Director & CEO

Jeremy Meynert

General Manager – Business Development & Investor Relations

ASX:RSG Capital Summary Board of Directors Fully Paid Ordinary Shares: 758,094,588 Mr Martin Botha Non-Executive Chairman Current Share Price: Mr John Welborn Managing Director & CEO A$1.13 as at 14 June 2019 Ms Yasmin Broughton Non-Executive Director Market Capitalisation: A$857 million Mr Mark Potts Non-Executive Director FY19 Guidance (to 30 June): Ms Sabina Shugg Non-Executive Director 300,000oz @ AISC US$960/oz (A$1,280/oz) 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

==> picture [164 x 12] intentionally omitted <==

3

==> picture [553 x 70] intentionally omitted <==

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 currently owns three 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. Alongside Syama, Resolute owns the Ravenswood Gold Mine in Australia and the Bibiani Gold Mine in Ghana. Resolute has a pathway to annual gold production in excess of 500,000 ounces from a Global Mineral Resource base of 16.8 million ounces of gold.

Contact Us

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 Public 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

==> picture [18 x 18] intentionally omitted <==

==> picture [19 x 18] intentionally omitted <==

==> picture [19 x 18] intentionally omitted <==

==> picture [18 x 18] intentionally omitted <==

ASX:RSG Capital Summary

Fully Paid Ordinary Shares: 758,094,588 Current Share Price: A$1.13 as at 14 June 2019 Market Capitalisation: A$857 million FY19 Guidance (to 30 June): 300,000oz @ AISC US$960/oz (A$1,280/oz)

Board of Directors

Contact

Mr Martin Botha Non-Executive Chairman John Welborn Managing Director & CEO Mr John Welborn Managing Director & CEO Jeremy Meynert GM – BD & IR Ms Yasmin Broughton Non-Executive Director Level 2, Australia Place | 15-17 William St Mr Mark Potts Non-Executive Director Perth, Western Australia 6000 Ms Sabina Shugg Non-Executive Director T: +61 8 9261 6100 | F: +61 8 9322 7597 Mr Peter Sullivan Non-Executive Director E: contact@rml.com.au

==> picture [164 x 12] intentionally omitted <==

4