Resolute Mining Limited — Major Shareholding Notification 2017

Jan 30, 2017

FACSIMILE

To: The Manager Company Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

$CC.$ Greg Fitzgerald, Resolute Mining Limited

Fax No.: +61 2 9347 0005

Date: 31 January 2017

Dear Sir,

Re: RSG - Change of interest of substantial shareholder

Please find attached notice of revised substantial shareholding, for lodging with, and announcement by the ASX.

Yours faithfully

Duncan Gutsche Notifications Administrator, ICM Limited

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		31/01/2017
The previous notice was given to the company on		06/01/2017

2. Previous and present voting power

The previous notice was dated

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 r company or scheme, are as follows:

$06/01/2017$

Previous notice			Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
171, 786, 154	23.31%	161, 736, 154	21.95%

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	31/01/2017

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
  • $(a)$ 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.

• 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 m $(7)$ 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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

This is Appendix A 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

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 interestchanges	Nature of change	Considerationgiven inrelation tochange	Class andnumber ofsecurities	Person'svotesaffected
09 Jan 2017-31 Jan 2017	UIL Limited	Sales - on Market	A$7,045,928	5,050,000	5,050,000
09 Jan 2017-31 Jan 2017	Zeta Resources Limited	Sales - on Market	A$2,839,557	2,000,000	2,000,000
09 Jan 2017-31 Jan 2017	Alliance Life Common Fund (L) Limited	Sales - on Market	A$4,222,496	3,000,000	3,000,000

Present relevant interests 4.

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

Holderof relevant interest	Registered holderof securities	Person entitled to beregistered as holder	Nature ofrelevantinterest	Class andnumber ofsecurities	Person'svotes
UIL Limited	JP Morgan	UIL Limited	Beneficial owner	94,757,994	94,757,994
Utilico Emerging MarketsLtd	JP Morgan	Utilico Emerging MarketsLtd	Beneficial owner	8,120,600	8,120,600
Alliance Life CommonFund (L) Limited	HSBC CustodyNominees	Alliance Life Common Fund(L) Limited	Beneficial owner	34,873,560	34,873,560
Zeta Resources Limited	JP Morgan	Zeta Resources Limited	Beneficial owner	11,984,00010,000,0001,000,000	11,984,00010,000,0001,000,000
Azure Limited	HSBC CustodyNominees	Azure Limited	Beneficial owner	1,000,000	1,000,000

Changes in association 5.

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

6. Addresses

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

Name	Address
UIL Limited, Utilico Emerging Markets Limited, Zeta ResourcesLimited, ICM Limited and Azure Limited	34 Bermudiana Road, Hamilton, HM11, Bermuda
Alliance Life Common Fund (L) Limited	Level 1, Lot 7, Block F, Saguking Commercial Building, Jalan Patau-Patau,87000, Labuan F.T., Malaysia

31 / 01 / 2017

Duncan Gutsche Notifications Administrator