Resolute Mining Limited — Capital/Financing Update 2020

Jan 29, 2020

30 January 2020

Section 708A(5) Cleansing Notice

Resolute Mining Limited (ASX/LSE: RSG, Resolute or the Company) 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 Company has complied with the provisions of Chapter 2M as they apply to the Company 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
Class of securities:	Fully paid ordinary shares
ASX Code of the securities:	RSG
Date of the issue of securities:	30 January 2020
Total number of securities issued:	132,733,185

For further information, contact:

John Welborn Managing Director & CEO

Jeremy Meynert General Manager – Business Development & Investor Relations

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

Resolute has a Global Mineral Resource base of more than 18 million ounces of gold. The Company's flagship asset is the world class Syama Gold Mine in Mali which has the ability to produce 300,000 ounces of gold per annum from existing processing infrastructure. Resolute has commissioned 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 approximately 140,000 ounces of gold. A binding agreement has been signed to sell the Ravenswood Gold Mine in Queensland, Australia for up to A$300 million. A strategic review is currently underway of the Bibiani Gold Mine in Ghana.

Resolute's guidance for FY20 has been set at production of 500,000 ounces of gold at an AISC of US$980 per ounce. FY20 Guidance will be revised once the sale of Ravenswood has been finalised.

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 / Jennifer Wyllie / Detlir Elezi Telephone: +44 20 3207 7800

Tavistock (UK Public Relations) Jos Simson / Emily Moss / Annabel de Morgan / Oliver Lamb Telephone: +44 207 920 3150 / +44 778 855 4035 Email: resolute@tavistock.co.uk

Follow Resolute

Authorised by Mr John Welborn, Managing Director & CEO

ASX/LSE: RSG Capital Summary

Fully Paid Ordinary Shares: 1,035,886,919 Current Share Price: A$1.15 as at 29 January 2020 Market Capitalisation: A$1.2 Billion FY20 Guidance: 500,000oz at an AISC of US$980/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

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 Performance Rights
• 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: 132,733,185 Performance Rights: 3,000,000 Performance Rights Lapsed: (-455,043)

Fully paid ordinary shares.

Performance Rights as approved by shareholders at the Company's extraordinary general meeting held on 21 November 2019.

Performance rights lapsed since September 2019.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +classof quoted+securities?If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	The ordinary shares will rank equally in allrespects with the existing issued ordinary fullypaid shares.Performance Rights do not rank equally withexisting fully paid ordinary shares from the dateof issue and do not participate in any dividendsor distributions.Any fully paid shares issued on the conversionof Performance Rights will rank equally in allrespects with existing issued ordinary fully paidshares.
5	Issue price or consideration	Ordinary Shares: $1.10 per share.Performance Rights: No consideration.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	132,733,185 fully paid ordinary shares beingissued in tranche 1 of the equity placement asdescribed in ASX announcements dated 21January 2020.Performance Rights issued as Long TermIncentive component of remuneration for theCEO for the periods ending 30 June 2021, 30
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?	June 2022 and 30 June 2023 respectively.No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranother

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)

Number	+Class
1,035,886,919	Ordinary Shares

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

Number		+Class
	2,862,654	Performance Rightswith a vesting periodending on 30 June2020
	1,860,601	Performance Rightswith a vesting periodending on 30 June2021

The ordinary shares were issued on 30 January 2020.

The Performance Rights were issued on 21 November 2019.

+ See chapter 19 for defined terms.

1,933,899	Performance Rightswith a vesting periodending on 31December 2021
1,000,000	Performance Rightswith a vesting periodending on 30 June2022
1,000,000	Performance Rightswith a vesting periodending on 30 June2022

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.

Performance Rights do not participate in any dividends or distributions. At vesting, the calculation of total shareholder return includes any capital returns and dividends paid during the vesting period.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
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	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A

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. N/A 19 Closing date for receipt of acceptances or renunciations N/A 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders' approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 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 N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if N/A

applicable)

30	How do security holders sell theirentitlements in fullthrough abroker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issue date	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 whichquotation is sought
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+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,distributionorinterestpayment
41	Reason for request for quotationnow
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identify

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

that other +security)

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.

+ See chapter 19 for defined terms.

• 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.

	Date: 30 January 2020
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 placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	758,094,588
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	5 August 2019 – 128,657,263 ordinaryshares issued as part of the considerationpayable in relation to the acquisition ofToro Gold Limited as part of FirstCompletion, as referred to in theCompany's ASX Announcements of 31July 2019. Those shares are the subject ofa Listing Rule 7.1 waiver granted by theASX.
Number of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securitiescannot be added•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 asseparate line items	14 August 2019 – 12,336,379 ordinaryshares issued as part of the considerationpayable in relation to the acquisition ofToro Gold Limited as part of SecondCompletion, as referred to in theCompany's ASX Announcements of 31July 2019. Those shares are the subject ofa Listing Rule 7.1 waiver granted by theASX.6 September 2019 – 759,154 ordinaryshares issued to employees in accordancewith the vesting outcomes of PerformanceRights.16 September 2019 – 1,506,350 ordinaryshares issued as part of the considerationpayable in relation to the acquisition ofToro Gold Limited as part of ThirdCompletion, as referred to in theCompany's ASX Announcements of 31July 2019. Those shares are the subject ofa Listing Rule 7.1 waiver granted by theASX.

+ See chapter 19 for defined terms.

Subtract the number of fully paid+ordinary securities cancelled during that12 month period
"A"	901,353,734

Step 2: Calculate 15% of "A"
"B"	0.15
Multiply "A" by 0.15	135,203,060
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities 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 underrule 7.1 or rule 7.4Note:•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 asseparate line items	5 August 2019 – 1,800,000 ordinaryshares issued as part of the financing feespayable in relation to the acquisition ofToro Gold Limited30 January 2020 - 132,733,185 ordinaryshares issued as tranche 1 of the equityplacement as described in ASXannouncements dated 21 January 2020.
"C"	134,533,185
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	135,203,060
Note: number must be same as shown inStep 2
Subtract "C"	134,533,185

Note: number must be same as shown in Step 3

Total ["A" x 0.15] – "C" 669,875

[Note: this is the remaining placement capacity under rule 7.1]

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"	0.10
	Note: 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 issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•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 asseparate line 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