Resolute Mining Limited — Major Shareholding Notification 2019

Aug 6, 2019

FORM 604 MARKET ANNOUNCEMENT - COVER PAGE

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

$CC.$ Resolute Mining Limited

Date: 6th August 2019

Dear Sir,

Form 604 notice of change of interests of substantial shareholder - Resolute Mining Limited (ASX:RSG)

The Issuer (Resolute Mining Limited) issued various market announcements dated 05 August 2019 related to the acquisition of Toro Gold Limited.

Within the Appendix 3B and Section 708A(5) Cleansing Notice released on 05 August 2019, the Issuer confirmed the issue of a further 130,457,263 ordinary shares.

As a result of this ICM Limited and its associates now hold a reduced percentage of the Issuers total issued share capital.

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

Resolute Mining Limited
097 088 689
1. Details of substantial holders (1)NameSomers Isles Private Trust Company Limited, ICM Limited (and associates listed in Annexure "A")ACN/ARSN (if applicable)
There was a change in the interests of theThe previous notice was given to the company on	2019/08/062019/02/082019/02/08

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	137,552.154	18.14%	130,099.654	14.64%

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
			See Annexure "A"

4. Present relevant interests

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

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
See Annexure "B"

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 relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

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

Name	Address
Somers Isles Private Trust Company Limited, UIL Limited, Alliance Life 34 Bermudiana Road, Hamilton, HM11, BermudaCommon Fund Limited, Prime Life Common Fund Limited, General ProvincialLife Pension Fund Limited, Union Mutual Pension Fund Limited, ZetaResources Limited, ICM Limited and Duncan Saville
Utilico Emerging Markets Trust plc and ICM Investment Management Limited	The Cottage, Ridgecourt, The Ridge, Epsom Surrey,KT18 7EP. UK

Signature

print name	Duncan Gutsche	capacity	NotificationsAdministrator
sign here		date	2019/08/06

Annexure 'A'

This is Annexure A of 1 page referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 2019/08/06.

Print Name

Duncan Gutsche

Capacity

Notifications Administrator

Signature

Date

2019/08/06

Changes in relevant interests

Date ofchange	Person whoserelevant interestchanges	Nature of change	Considerationgiven inrelation tochange	Class andnumber ofsecurities	Person'svotesaffected
14 FEB 2019-25 MAR 2019	AllianceLifeCommonFund Limited	Sales - on market	$2,638,028	2,302,500	2,302,500
14 FEB 2019 -25 MAR 2019	Zeta Resources Limited	Sales - on market	$5,829,557	5,150,000	5,150,000
14 FEB 2019 -25 MAR 2019	Prime Life Common FundLimited	Change in % holding due to on marketsales by Alliance Life Common FundLimited	$\blacksquare$	2,302,500	2,302,500
14 FEB 2019 -25 MAR 2019	UIL Limited	Change in % holding due to on marketsales by Zeta Resources Limited	$\blacksquare$	5,150,000	5,150,000
14 FEB 2019 -25 MAR 2019	General Provincial LifePension Fund Limited	Change in % holding due to on marketsales by Zeta Resources Limited	$\blacksquare$	5,150,000	5,150,000
14 FEB 2019 -25 MAR 2019	Union Mutual PensionFund Limited	Change in % holding due to on marketsales by Zeta Resources Limited	×.	5,150,000	5,150,000
14 FEB 2019 -25 MAR 2019	Somers Isles Private TrustCompany Limited	Change in % holding due to on marketsales by Alliance Life Common FundLimited and Zeta Resources Limited	$\overline{\phantom{0}}$	7,452,500	7,452,500
14 FEB 2019 -25 MAR 2019	Duncan Saville	Change in % holding due to on marketsales by Alliance Life Common FundLimited and Zeta Resources Limited	۰.	7,452,500	7,452,500
14 FEB 2019 -25 MAR 2019	ICM Limited	Change in % holding due to on marketsales by Zeta Resources Limited	Ξ.	5,150,000	5,150,000
14 FEB 2019 -25 MAR 2019	ICM InvestmentManagement Limited	Change in % holding due to on marketsales by Zeta Resources Limited	۰.	5,150,000	5,150,000

Annexure 'B'

This is Annexure B of 2 pages referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 2019/08/06.

Print Name

Duncan Gutsche

Capacity

Notifications Administrator

Signature

Date

2019/08/06

Present relevant interests

Holderof relevantinterest	Registered holder ofsecurities	Person entitled tobe registered asholder	Nature of relevant interest	Class andnumber ofsecurities	Person'svotes
UIL Limited	JP Morgan NomineesAustralia Limited	UIL Limited	Beneficial Owner	90,657,994ordinaryshares	98,407,994
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover Zeta Resources Limited holdinggreater than 50% of the shares on issue.	7,750,000ordinaryshares
Utilico EmergingMarkets Trust plc	JP Morgan NomineesAustralia Limited	Utilico EmergingMarkets Trust plc	Beneficial Owner	8,120,600ordinaryshares	8,120,600
Alliance LifeCommon FundLimited	HSBC CustodyNominees	Alliance LifeCommon FundLimited	Beneficial Owner	23,571,060ordinaryshares	23,571,060
Zeta ResourcesLimited	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Beneficial Owner	7,750,000ordinaryshares	7,750,000
Prime LifeCommon FundLimited	HSBC CustodyNominees	Alliance LifeCommon FundLimited	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover Alliance Life Common Fund Limitedholding 100% of the shares on issue.	23,571,060ordinaryshares	23,571,060
General ProvincialLife Pension FundLimited	JP Morgan NomineesAustralia Limited	UIL Limited	Relevant interest under section 608(3)(a)of the Corporations Act by having controlover UIL Limited holding greater than50% of the shares on issue.	90,657,994ordinaryshares	98,407,994
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited		7,750,000ordinaryshares
Union MutualPension FundLimited	JP Morgan NomineesAustralia Limited	UIL Limited	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover General Provincial Life Pension	90,657,994ordinaryshares	98,407,994
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Fund Limited holding 100% of the shareson issue.	7,750,000ordinaryshares
Somers IslesPrivate TrustCompany Limited	JP Morgan NomineesAustralia Limited	UIL Limited	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover Union Mutual Pension Fund Limitedholding 100% of the shares on issue oneach entity.	90,657,994ordinaryshares	130,099,654
	JP Morgan NomineesAustralia Limited	Utilico EmergingMarkets Trust plc	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover ICM Limited holding 100% of theshares on issue on each entity.	8,120,600ordinaryshares
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Relevant interest under section 608(3)(a)of the Corporations Act by having votingpower of above 20% in Zeta ResourcesLimited.	7,750,000ordinaryshares
	HSBC Bank AustraliaLimited	Alliance LifeCommon FundLimited	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover Prime Life Common Fund Limitedholding 100% of the shares on issue oneach entity.	23,571,060ordinaryshares

ICM Limited	JP Morgan Nominees	UIL Limited
	Australia Limited		Relevant interest under sections608(1)(b) and (c) of the Corporations Actby having power to control the exerciseof voting or disposal of shares as co-investment manager for UIL Limited.	90,657,994ordinaryshares	106,528,594
	JP Morgan NomineesAustralia Limited	Utilico EmergingMarkets Trust plc	Relevant interest under sections608(1)(b) and (c) of the Corporations Actby having power to control the exerciseof voting or disposal of shares as co-investment manager for Utilico EmergingMarkets Trust plc.	8,120,600ordinaryshares
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Relevant interest under sections608(1)(b) and (c) of the Corporations Actby having power to control the exerciseof voting or disposal of shares asinvestment manager Zeta ResourcesLimited.	7,750,000ordinaryshares
ICM InvestmentManagementLimited	JP Morgan NomineesAustralia Limited	UIL Limited	Relevant interest under sections608(1)(b) and (c) of the Corporations Actby having power to control the exerciseof voting or disposal of shares as co-investment manager for UIL Limited.	90,657,994ordinaryshares	106,528,594
	JP Morgan NomineesAustralia Limited	Utilico EmergingMarkets Trust plc	Relevant interest under sections608(1)(b) and (c) of the Corporations Actby having power to control the exerciseof voting or disposal of shares as co-investment manager for Utilico EmergingMarkets Trust plc.	8,120,600ordinaryshares
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Relevant interest under section 608(3)(a)of the Corporations Act as Co-Investment Manager of UIL Limitedwhich has voting power of above 20% inZeta Resources Limited.	7,750,000ordinaryshares
Duncan Saville	JP Morgan NomineesAustralia Limited	UIL Limited	Relevant interest under section 608(3)(b)of the Corporations Act by having controlover ICM Limited and holding 100% of	90,657,994ordinaryshares	130,099,654
	JP Morgan NomineesAustralia Limited	Utilico EmergingMarkets Trust plc	the shares in Somers Isles Private TrustCompany Limited.	8,120,600ordinaryshares
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited		7,750,000ordinaryshares
	HSBC Bank AustraliaLimited	Alliance LifeCommon FundLimited		23,571,060ordinaryshares