Resolute Mining Limited — Major Shareholding Notification 2007

Jul 11, 2007

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Resolute Mining Limited
097 088 689
The parties listed in Annexure A
10/07/2007The holder became a substantial holder on

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary	11.572.663	11,572,663the contract of the contract of the contract of the contract of the contract of the contract of the contract of the	11.572.663

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See Annexure B and D.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
See Annexure B

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
See Annexure C

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Barclays associates (details in(Annexure A	Bodies corporate controlled by Barclays Bank Plc
Carello Investments Limited	ISee Annexures B and D.

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Barclays Bank Pic	11 Churchill Place, London, E14 5HP
Carello Investments Limited	Invested House, La Plaiderie, St. Peter Port, Guernsey GY1 3RP, ChannelIslands
Barclays associates	ISee Annexure A

Signature

orint name	Geoff Smith	a taun 1949, iai karta maarana saman menggara masa masa dari menggaran dan masa dan di dinamakin menyerapkeun	capacity	Barclays Bank PlcGroup Compliance_______________________________________
sign here	.	Tryce of	date	11/07/2007
		فبالأقام أنفعه المستحقق والمستحدث والمعجز المتعارض والمتعارض والمتعارض والمتعارف والمتحدث والمحارب والمحارب والمحارب

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager andtrustee of an equity trust), the names could be included in an ann $(1)$ is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has $(5)$ a relevant interest in
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ Include details of:
  • any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown." $(8)$
• Details of the consideration must include any and all benefils, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

This is the annexure "A" of 1 page referred to inForm 603 Notice of initial substantial holder

Signed

Dated - 11 July 2007

1 Details of substantial holders

The following companies are substantial holders of relevant interests in Resolute Mining Limited for the purposes of this Form 603:

Name of substantial holder	Registered address
Barclays Bank Plc ("Barclays")	1 Churchill Place, London, E14 5HP, UnitedKingdom
Carello Investments Limited ("Carello")	Investec House, La Plaiderie, St. Peter Port,Guernsey GY1 3RP, Channel Islands

$\bar{z}$ Associates

$\left(\begin{array}{c} 1 \end{array}\right)$

The following associates of Barclays are referred to in this Form 603:

Name of substantial holder	Registered address	Nature of association
Northwharf Investments Limited	1 Churchill Place, London,E14 5HP, United Kingdom	Related body corporate
Barclays Capital SecuritiesLimited	1 Churchill Place, London,E14 5HP, United Kingdom	Related body corporate
Barclays Global Investors AustraliaLimited(ACN 001 804 566)	1/111 Harrington Street,Sydney NSW 2000, Australia	Related body corporate
Barclays Bank Plc (SingaporeBranch)	1 Churchill Place, London,E14 5HP, United Kingdom	Related body corporate
Gerrard Investment ManagementLimited	1 Churchill Place, London,E14 5HP, United Kingdom	Related body corporate

This is the annexure "B" of 1 page referred to in Form 603 Notice of initial substantial holder

Signed

Dated - 11 July 2007

Details of relevant interests

Relevant interests in Resolute held by Barclays:

Holder ofrelevant interest	Registered holder ofsecurities	Nature of association	Class andnumber ofsecurities
Barclays	Northwharf Investments	Related body	Ordinary
(see note below)	Limited	corporate	5,092,498
Barclays	Barclays Capital	Related body	Ordinary
	Securities Limited	corporate	261.487
Barclays	Barclays Bank Plc	Related body	Ordinary
	(Singapore Branch)	corporate	50,000
Barclays	Gerrard Investment	Related body	Ordinary
	Mangement Limited	corporate	977
Barclays	Barclays Global Investors	Related body	Ordinary
	Australia Limited	corporate	1,075,203
Total			Ordinary6,480,165

Relevant interests in Resolute held by Carello:

Holder of relevant interest	Registered holder of securities	Class and number ofsecurities
Carello Investments Limited(see note below)	Carello Investments Limited	Ordinary5.092.498

Note:

Barclays, acting through the Commodities Principal Investments Area of Barclays Capital (the investment banking division of Barclays), and Carello have entered into an agreement with respect to the voting and disposal of shares in Resolute. Barclays has agreed not to dispose or vote the shares in Resolute held by its wholly-owned subsidiary, Northwharf Investments Limited, without the prior written consent of Carello. Carello has agreed not to vote or dispose of the shares it holds in Resolute without the prior written consent of Barclays. Accordingly, Barclays also has a relevant interest in the Resolute shares held by Carello and Carello also has a relevant interest in the Resolute shares held by Northwharf Investments Limited.

The relevant agreement is attached as Annexure D.

This is the annexure "C" of 1 page referred to inForm 603 Notice of initial substantial holder

J Signed

Dated - 11 July 2007

Consideration

$\left(\begin{array}{c} \cdot \end{array}\right)$

The consideration paid for each relevant interest referred to in Annexure B to this Form 603, and acquired in the four months prior to the day that the substantial holders became substantial holders is as follows:

Holder ofrelevantinterest	Registered holder of relevantinterest	Class andnumber ofsecurities	Date of acquisition	Considerationpaid
Barclays	Northwharf InvestmentsLimited	Ordinary5,092,498	21/06/07 - 10/07/07	Avg price$1.4762
Barclays	Barclays CapitalSecurities Limited	Ordinary261,487	Past 4 months	Avg price$1.45
Barclays	Barclays Global InvestorsAustralia Limited	Ordinary1,075,203	Past 4 months	Avg price$1.5197
Barclays	Barclays Bank Plc(Singapore Branch)	Ordinary50,000	No trading in the past4 months	N/A
Barclays	Gerrard InvestmentManagement Limited	Ordinary977	No trading in the past4 months	N/A
Carello	Carello Investments Limited	Ordinary5.092.498	21/06/07 - 10/07/07	Avg price$1,4762

This is the annexure "D" of 1 page referred to inForm 603 Notice of initial substantial holder

This is a true and correct copy of the relevant agreement referred to in Annexure "B"

Signed

Dated - 11 July 2007

5 The North Colonnade Canary Wharf London E14 488 United Kingdom

Tel +44 (0)20 7623 2323

3 July 2007

Carello Investments Limited Invested House La Plaiderie St. Peter Port Guernsey, GY1 3RP Channel Islands

For the attention of: Lydia Peck

Shareholdings in Resolute Mining Limited (the "Company")

The purpose of this letter (this "Letter") is to set out the terms upon which each of the Commodities Principal Investments Area of Barclays Capital, the investments banking division of Barclays Bank Plc ("CPIA") and Carello Investments Limited ("Carello") will act in relation to their holdings of Shares ("Company Shares") in the Company for the duration of this Letter. The undertakings made in this letter are each made in consideration of our promise to pay to you on demand the sum of £1.00.

For the avoidance of doubt, this Letter, as it relates to CPIA, applies only to CPIA and to Company Shares acquired by CPIA through Northwharf Investments Limited and not to any other entities or divisions of Barclays Bank Plc (or any Company Shares held by them) where Chinese walls have been established or are operating from time to time.

1. Future conduct

• Each of CPIA and Carello agrees and acknowledges as follows:
  • $(a)$ it will not (and in the case of Carello it shall procure that none of its associates will) take any action whatsoever with respect to the sale or voting of Company Shares except with the prior written consent of the other party (such consent, in the case of a proposed sale of Company Shares, not to be unreasonably withheld or delayed); and
  • upon request in writing by the other party it shall disclose details of all current $(b)$ holdings of Company Shares in which it has a legal or beneficial interest.

$\overline{2}$ . Termination

Either party may terminate the agreements set forth in this Letter (other than paragraphs 2 through 6) in the event of a material breach of this Letter by the other party.

brebys Capkal - the investment banking division of Bandays Bank PLC. Registered in England 1976167.Injusterid office 1 Churchd Place, London E14 JaP. Australied and regulated by the Phanicial Services Sustain One Fordion

3. Waiver

No delay in exercising or non-exercise of any right, power or remedy provided by law or under or in connection with this Letter shall impair, or otherwise operate as a waiver or release of that right, power or remedy.

4. Severability

If all or any part of any provision of this Letter shall be or become illegal, invalid or unenforceable in any respect, then the remainder of that provision and/or all other provisions of this Letter shall remain valid and enforceable and al remaining liabilities of the parties under this Letter shall not be affected or impaired.

$51$ No Partnership

Nothing in this Letter or any matter or arrangement contemplated by it shall be construed as creating a partnership, joint venture, association, fiduciary relationship or other co-operative entity between the parties for any purpose whatsoever. Neither party shall have the power or authority to bind the other party or impose any obligations on it and neither party shall support to do so or hold itself out as capable of doing so in relation to the other party.

6. Governing law

This Letter shall be governed by and construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any dispute which may arise under or in connection with this Letter or the legal relationships established by this Letter.

Please sign and return the enclosed duplicate of this Letter to acknowledge that you have received it and accept its terms.

By signing this Letter Carello agrees to be bound by its terms.

Yours sincerely

For and on behalf of:

Rec-Commodities Principal Investments Area of Barclays Capital, the investagent hanking division of Barclays Bank Plc

Name: RICHARD LEWIS Title: MANAGING DIRECTOR - AUTHORISED SIGNATORY Accepted and agreed: For and on behalf of

Carello Investments Limited Name: GFT Directors Limited Finsistere Directors Limited Title: Corporate Director Corporate Director Date: $3.3.0$

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