Resolute Mining Limited — Major Shareholding Notification 2009

May 20, 2009

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TO:	ASX	FROM:	Barclays Group
COMPANY:	ASX	FAX NO:	+61 2 9778 0999+61 2 9347 0005
CC:		DATE:	20 th May 2009
SUBJECT:	Form 604Notice of change ofinterests of substantialholder.	NO. OF PAGES:	8(including the cover page)

This fax is confidential. If you are not the named recipient, please notify the sender immediately. You must not disclose the contents, use it for any purposes, or take any copies.

To whom it may concern,

Please find attached a disclosure on behalf of Barclays Group with reference to Resolute Mining Limited. Should you have any further questions please do not hesitate to contact Natasha Hodgkinson on +44 (0)20 313 42112 or Geoff Smith on +44 (0)207 116 2913.

Kind regards,

Angie Huff

604 page 1/2 15 July 2001

Form 604

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Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme		RESOLUTE	MINING	$L$ IMITED
ACN/ARSN	∧ๆฯ	088	∢๓
1. Details of substantial holder(1)
NameACN/ARSN (if applicable)	$\overline{\mathsf{L}}$ HE	PERSONS	LISTED JN	ANNEXURE	ΙĄ
There was a change in the interests of thesubstantial holder on		।8,05,09
The previous notice was given to the company onThe previous notice was dated		06/02/09ጋፋ/0 ያ/0ጣ

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes.	Voting power (5)
ORDINARY	(171267)	Ø.	ገቡSΩ.	5.01 1

PLEASE SEE ANNEXURE B 3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected

1. Present relevant interests

PLABE SEE ANNEXWRE C & D

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

.Name-ani_________________________________	------------------------------------------ - - - - - - - - -Nature of association--------
_________	____________________---------۰.
	________________________________

PLFRSE SEE ANNEXWRE F 6. Addresses

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

---Name	-------------Address----------
_ _____
________	__

Signature

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sign here		date5.2029

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $\left( 5\right)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(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
  • $(b)$ 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 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.

• $\langle$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom'e 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.
• $(8)$ 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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Annexure A	$\bullet$
Signed
Date: 19 May 2009

Details of substantial shareholders

Name of substantial holder	Registered Address
Barclays Bank Plc ("Barclays") and it'srelated bodies corporate, listed in Annexure	1 Churchill Place, London, E14 5HP, UnitedKingdom
Carello Investments Limited ("Carello")	Investec House, La Plaiderie, St. Peter Port,Guernsey, GY1 3RP, Channel Islands

This is Annexure A of 1 page referred to in form 604 - Notice of change of interests of substantial holder

$\ddot{\phantom{1}}$

Annexure B

Signed

$2$ Date: 19 May 2009 $\epsilon$

Changes in relevant interests

Date ofchange	Personwhoserelevantinterestchanged	Nature ofchange	Considerationgiven inrelation tochange	Class andnumber ofsecuritiesaffected	Person'svotesaffected
05 February$2009 - 18$May 2009	NorthwharfInvestmentsLimited	Sales	Average PricePaid AUD0.7308	(1,608,414)	(1,608,414)
05 February$2009 - 18$May 2009	BarclaysCapitalSecuritiesLimited	Acquisitions	Average PricePaid AUD0.7159	234,800	234,800
05 February$2009 - 18$May 2009	BarclaysCapitalSecuritiesLimited	Sales	Average PricePaid AUD0.6770	(285, 945)	(285, 945)
05 February$2009 - 18$May 2009	BarclaysCapitalSecuritiesLimited	StockBorrow	N/A	(300,000)	(300,000)
05 February$2009 - 18$May 2009	BarclaysGlobalInvestorsAustraliaLimited	Acquisitions	Average PricePaid AUD0.7069	432,778	432,778
05 February$2009 - 18$May 2009	BarclaysGlobalInvestorsAustraliaLimited	Sales	Average PricePaid AUD0.6865	(163, 238)	(163, 238)
05 February$2009 - 18$May 2009	BarclaysGlobalInvestors,N.A.	Acquisitions	Average PricePaid AUD0.6692	232,473	232,473
05 February$2009 - 18$May 2009	BarclaysGlobalInvestors,N.A.	Sales	Average PricePaid AUD0.7356	(57, 253)	(57, 253)
05 February$2009 - 18$May 2009	PalominoLimited	Acquisitions	Average PricePaid AUD0.8043	78,615	78,615
05 February$2009 - 18$May 2009	PalominoLimited	Sales	Average PricePaid AUD0.7181	(76, 789)	(76, 789)
05 February$2009 - 18$May 2009	CarelloInvestmentsLimited	Sales	Average PricePaid AUD0.7308	(1,608,414)	(1,608,414)

This is Annexure B of 1 page referred to in form 604 - Notice of change of interests of substantial holder

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Annexure C

Signed

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Date: 19 May 2009

Present relevant interests

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder	Nature ofrelevantinterest	Class andnumber ofsecurities	Person'svotes
Barclays *	NorthwharfInvestmentsLimted	NorthwharfInvestmentsLimted	* SeeAnnexure D	Ordinary7,047,265	7,047,265
Barclays	Barclays CapitalSecuritiesLimited	Barclays CapitalSecuritiesLimited	Related bodycorporate	Ordinary20,054	20,054
Barclays	Barclays GlobalInvestorsAustralia Limited	Barclays GlobalInvestorsAustralia Limited	Related bodycorporate	Ordinary3,716,636	3,716,636
Barclays	Barclays BankTrust CompanyLimited	Barclays BankTrust CompanyLimited	Related bodycorporate	Ordinary20	20
Barclays	Barclays GlobalInvestors, N.A.	Barclays GlobalInvestors, N.A.	Related bodycorporate	Ordinary758,225	758,225
Barclays	Palomino Limited	Palomino Limited	Related bodycorporate	Ordinary1,826	1,826
Carello *	CarelloInvestmentsLimited	CarelloInvestmentsLimited	* SeeAnnexure D	Ordinary7,047,265	7,047,265

This is Annexure C of 1 page referred to in form 604 - Notice of change of interests of substantial holder

Annexure D
Signed
.

Date: 19 May 2009

$\star$

Barclays, acting through the Commodities Principal Investments Area of Barclays Capital (the investment banking divisions of Barclays), and Carello, a wholly owned subsidiary of the Tchengiuz Family Trust, advised by R20 Limited (the investment vehicle of Robert Tchengiuz) have entered into an agreement with respect to the voting and disposal of shares in Resolute Mining Limited. Barclays has agreed not to dispose of or vote the shares in Resolute Mining Limited held by its wholly-owned subsidiary, Northwharf Investments Limted, without the prior written consent of Carello. Carello has agreed not to vote or dispose of the shares it holds in Resolute Mining Limited without the prior written consent of Barclays. Accordingly, Barclays also has a relevant interest in the Resolute Mining Limited shares held by Carello by virtue of section 608(1)(b) and (c) and Carello also has a relevant interest in the Resolute Mining Limited shares held by Northwharf Investments Limited.

The relevant agreement is attached.

This is Annexure D of 3 pages referred to in form 604 - Notice of change of interests of substantial holder

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5 The North Colonnade Canary Wharf Condon F14 cRR United Kingdom

Tel +44 (0)20 7623 2323

3 July 2007

الرواد السبابيات

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Carello Investments Limited Investee 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 Carelio agrees and acknowledges as follows:
    • it will not (and in the case of Carello it shall procure that none of its associates $(e)$ 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 pany.

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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.

1. 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.

-5. 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.

1. 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:

द्ध Commodities Principal Investments Area of Barclays Capital, the invest hanking division of Barclays Bank Pie

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

Carello Investments Limited Name: GFJ Directors Limited Finsistere Directors Limited Tille: Corporate Director Corporate Director Date: $3.9.0$

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Annexure E

Signed

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Date: 19 May 2009

Addresses

Name	Address
Barclays Bank PLC	1 Churchill Place, London, E14 5HP, UnitedKingdom
Northwharf Investments Limited	1 Churchill Place, LondonE14 5HP, United Kingdom
Barclays Capital Securities Limited	1 Churchill Place, LondonE14 5HP, United Kingdom
Barclays Global Investors Australia Limited(ABN 33 001 804 566)	1/111 Harrington StreetSydney, NSW 2000, Australia
Barclays Bank Trust Company Limited	Eagle Court, PeterboroughPE2 6WY, United Kingdom
Barclays Global Investors N.A.	400 Howard Street, San Francisco,CA94105-2618
Palomino Limited	Cayman Islands, Walker House, 87 MaryStreet, George Town, Grand CaymanIslands, KY1 9002
Carello Investments Limited	Investec House, La Plaiderie, St. Peter Port,Guernsey, GY1 3RP, Channel Islands

This is Annexure E of 1 page referred to in form 604 - Notice of change of interests of substantial holder