Resolute Mining Limited — Major Shareholding Notification 2012

Nov 21, 2012

21 November 2012

SUBSTANTIAL SHAREHOLDER NOTICE

Please find attached a copy of a substantial shareholder notice received by the Company.

GREG FITZGERALD Company Secretary

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Resolute Mining Limited
ACN/ARSN	097 088 689
1. Details of substantial holder (1)
Name	ICM Limited
ACN/ARSN (if applicable)
There was a change in the interests of thesubstantial holder on	20/11/2012
The previous notice was given to the company on	27/09/2012
The previous notice was dated	28/09/2012

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	197,109,976	31.35%		29.87%

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 of change (6)	Consideration given inrelation to change (7)	Class and numberof securitiesaffected	Person's votesaffected
	See Appendix"A"

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holderof securities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class and numberof securities	Person's votes
	See Appendix"A"

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 and ACN/ARSN (if applicable)	Nature of association
See Appendix "A"

6. Addresses

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

Name	Address
See Appendix "A"

Signature

print name	Duncan Gutsche	capacity	Notifications Administrator
sign here		date	21/11/2012

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.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
  • $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any 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 $(b)$ 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.

• $(7)$ 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, 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.
• $(8)$ 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.

This is Appendix A of 2 pages referred to in form 604 - Notice of change of interests of substantial holder

Resolute Mining Ltd - ACN 097 088 689

$3.$ Changes in relevant interests

Resolute Mining Limited issued an additional 10,924,933 fully paid ordinary shares on 20th November 2012, in connection with the Noble Mineral Resources purchase, resulting in the percentage held by ICM Limited and associated companies changing by more than one percent from previously disclosed levels.

4. Present relevant interests

Holderof relevant interest	Registered holder ofsecurities	Person entitled to beregistered as holder	Nature ofrelevantinterest	Class andnumber ofsecurities	Person'svotes
Utilico Investments Ltd	JP Morgan	Utilico Investments Ltd	Beneficialowner	121,029,227	121,029,227
Alliance Life Common Fund(L) Ltd	HSBC Custody Nominees	Alliance Life Common Fund$(L)$ Ltd	Beneficialowner	62,989,484	62,989,484
CCM Pty Ltd	St George Bank Australia	CCM Pty Ltd	Beneficialowner	200,000	200,000
Eclectic InvestmentCompany Ltd	HSBC Custody Nominees	Eclectic InvestmentCompany Ltd	Beneficialowner	4,950,000	4,950,000
ICM Limited	State Street Bank & TrustBoston	ICM Limited	Beneficialowner	2,903,765	2,903,765

5. Changes in association

Name and ACN

Utilico Investments Ltd CCM Pty Ltd Eclectic Investment Company Ltd Alliance Life Common Fund (L) Ltd

6. Addresses

Name

Utilico Investments Ltd

Alliance Life Common Fund (L) Ltd

CCM Pty Ltd

Eclectic Investment Company Ltd, and ICM Limited

Duncan Gutsche Notifications Administrator

Nature of association

Common fund manager or acting in concert Common fund manager or acting in concert Common fund manager or acting in concert Common fund manager or acting in concert

Address

8th Floor, Exchange House, Primrose Street, London, EC2A 2NY, United Kingdom

Level 1, Lot 7, Block F, Saguking Commercial Building, Jalan Patau-Patau, 87000 Labuan F.T., Malaysia

Level 11, 1 York Street, Sydney, NSW, 2000

1st Floor, 19 Par-La-Ville Road, Hamilton, Bermuda

21/11/2012