Resolute Mining Limited — Major Shareholding Notification 2019

Feb 7, 2019

FACSIMILE

To:	The Manager
	Company Announcements Office
	ASX Limited
	20 Bridge Street
	Sydney
	NSW 2000
CC.	Resolute Mining Limited
Fax No.:	+61 2 9347 0005
Date:	08 February 2019

Dear Sir,

Re: Change of interest of substantial shareholder - Resolute Mining Limited (ASX:RSG)

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 604Corporations Act 2001Section 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)
NameACN/ARSN (il applicable)		Somers Isles Private Trust Company Limited (and associates listed in Annexure "A")
There was a change in the interests of the
substantial holder on		2019/02/08
The previous notice was given to the company on		2018/08/28
The previous notice was dated		2018/08/28
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	Volina power (5)	Person's votes	Voling power (5)
Ordinarv	142.170.154	19.17%	137.552.154	-18.14%

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 of:change.	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change $(7)$	Class andnumber ofsecuritiesaffected	Person's votesaffected
.See Annex ire "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	Registeredholder ofsecurities_______________________________________---------------------------------------	-Person entitledto be registered.as holder (B)______________.	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person's votes.
See Annexure "R"

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, UlL Limited, Alliance Life 34 Bermudiana Road, Hamilton, HM11, BermudaCommon Fund Limited. Prime Life Common Fund Limited. General ProvincialILife Pension Fund Limited. Union Mutual Pension Fund Limited. Zeta[Resources Limited, ICM Limited and Duncan Saville
Utilico Emerging Markets Trust plc and ICM Investment Management Limited	The Cottage, Ridgecourt, The Ridge, Epsem Surrey,IKT187EP UK

Signature

	print name Duncan Gutsche	capacity	, NotificationsAdministrator
sign here	ant emi	dale	2019/02/08
	SEARCH AND SHOWANT

2019-02-08 06:13:52 (GMT)

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 27/08/2018.

Print Name

Signature

Duncan Gutsche

Date

Capacity

Notifications Administrator

2019/02/08

Changes in relevant interests

Date ofchange	Person whoserelevant Interestchanges	Nature of change	Considerationalven inrelation tochange	Class andnumber ofsecurities	Person'svotesaffected
29 AUG 2018-08 FEB 2019	AllianceLifeCommonFund Limited	Sales - on market	$1,819,882	1.510.000	1,510,000
29 AUG 2018-08 FEB 2019	Zeta Resources Limited	Sales - on market	$3,336,398	2.891,000	2.891.000
29 AUG 2018-08 FEB 2019	AllianceLifeCommonFund Limited	Sales - off market	$258,230	217,000	217,000
29 AUG 2018-08 FEB 2019	Prime Life Common FundLimited	Change in % holding due to on marketsales by Alliance Life Common FundLimited		1,510.000	1,510,000
29 AUG 2018-08 FEB 2019	Prime Life Common FundLimited	Change in % holding due to off marketsales by Alliance Life Common FundLimited		217,000	217,000
29 AUG 2018-08 FEB 2019	UIL Limited	Change in % holding due to on marketsales by Zeta Resources Limited	w.	2,891,000	2.891.000
29 AUG 2018-08 FEB 2019	General Provincial LifePension Fund Limited	Change in % holding due to on marketsales by Zeta Resources United	$\sim$	2,891.000	2,891,000
29 AUG 2018-08 FEB 2019	Union Mutual PensionFund Limited	Change in % holding due to on marketsales by Zeta Resources Limited	$\overline{\phantom{a}}$	2,891,000	2.891,000
29 AUG 2018-08 FEB 2019	Somers Isles Private TrustCompany Limited	Change in % holding due to on marketand off market sales by Alliance LifeCommon Fund Limited and on marketsales by Zeta Resources Limited	w.	4,618,000	4,618,000
29 AUG 2018-08 FEB 2019	Duncan Saville	Change in % holding due to on marketand off market sales by Alliance LifeCommon Fund Limited and on marketsales by Zeta Resources Limited	$\bar{m}$	4.618.000	4,618,000
29 AUG 2018-08 FEB 2019	ICM Limited	Change in % holding due to on marketsales by Zeta Resources Limited	w.	2.891.000	2,891,000
29 AUG 2018-08 FEB 2019	ICM InvestmentManagement Limited	Change in % holding due to on marketsales by Zeta Resources Limited	$\equiv$	2,891.000	2,891,000

T

T

Annexure 'B'

This is Annexure B of 2 page referred to in Form 604 Notice of change of interests of substantial holder signed by me and dated 27/08/2018.

$\mathbf \tau$

Print Name

Duncan Gutsche

Capacity Notilications Administrator

ד"

Signature

$\mathbf{I}$

Date 2019/02/08

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	103 557 994
	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.	12,900,000ordinaryshares
Utilico EmergingMarkets Trust plc	JP Morgan NomineesAustralia Limited	Utilico EmerginaMarkets Trust plc	Beneficial Owner	8.120.600ordinaryshares	8,120,600
Alliance LifeCommon FundLimited	HSBC CustodyNominees	Alliance LifeCommon FundLimited	Beneficial Owner	25,873,560ordinaryshares	25,873,560
Zeta ResourcesLimited	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	Beneficial Owner	12,900.000preinarvshares	12 900,000
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.	25,873,560ordinaryshares	25,873,560
General ProvincialLife Pension FundLimited	JP Morgan NomineesAustralia Limited	UII 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	103,557,994
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited		12,900,000ordinaryshares
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 PensionFund Limited holding 100% of the shares	90,657,994ordinaryshares	103,557,994
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited	on issue.	12,900,000ordinarvshares
Somers IslesPrivate TrustCompany Limited	JP Morgan NomineesAustralia Limited	UIL Limited	Relevant interest under section 608(3)(b)of the Corporations Act by having control.over Union Mutual Pension Fund Limitedholding 100% of the shares on issue oneach entity.	90,657.994ordinaryshares	137,552,154
	JP Morgan NomineesAustralia Limited	Utilico EmerginaMarkets 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.	12,900,000ordinaryshares
	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.	25,873,560ordinaryshares

ICM Limited	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	111,678,594
	JP Morgan NomineesAustralia Limited	Utilico EmerginoMarkets 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	Refevant 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.	12,900.000ordinaryshares
ICM InvestmentManagementLimited	JP Morgan NomineesAustralia Limited	UII Timited	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	111 678 594
	JP Morgan NomineesAustralia Limited	Utilico EmerginoMarkets 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.	12,900,000ordinaryshares
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	137,552,154
	JP Morgan NomineesAustralia Limited	Utilico EmerginaMarkets Trust plc	the shares in Somers Isles Private TrustCompany Limited.	8.120,600ordinaryshares
	JP Morgan NomineesAustralia Limited	Zeta ResourcesLimited		12,900,000ordinaryshares
	HSBC Bank AustraliaLimited	Alliance LifeCommon FundLimited		25,873,560ordinaryshares

UII I imited POWER OF ATTORNEY

Ull. Limited of 34 Bermudiana Road, Hamilton HM 11. Bermuda, a company incorporated in Bermuda (the "Principal", hereby constitutes and appoints each of ICM Limited of 34 Becoudiana Road Hamilton HM 11 Bermuda and ICM Investment Management Limited of The Cottage. Ridge Court, The Ridge, Epsom, Surrey KT18. 7EP (the "Attomeys") to be the Principal's true and lawful attorneys in the Principal's name and on the Principal's behalf, subject to the proviso set out below, in their sole discretion and each of them acting separately:

• $\frac{3}{4}\frac{1}{\sqrt{2}}$ . to exercise all rights, powers and discretions of whatever nature of the Principal to manage the Investment, disposal and re-investment of the Principal's Australian Investments (as defined below) and without limiting the foregoing, the Attomays shall have power and authority, without prior reference to the Princloal:
  • to receive and expend cash on behalf of the Principal to subscribe for, buy or otherwise acquire $a$ and to sell and dispose of Australian Investments; to participate in issues or offers of Australian investments (including entering into underwritings and sub-underwritings of Australian Investments; and providing any undertaking in relation to offers, placings or rights conferred by a particular Australian Investment;
  • to enter into any master agreement and/or derivatives contracts in relation to Australian Investments:
  • c. To exercise any governance or ownership right conferred by any Australian Investment, including the exercise of any and all voting rights attaching to Australian investments;
  • d. to place cash on deposit and withdraw cash on from deposit in relation to any Australian investments:
  • $\mathbb{C}^3$ . to negotiate borrowings in connection with any Australian Investment;
  • f. to manage, operate and develop any property of the Principal which falls within the definition of an Australian Investment:
  • to give instructions to the Principats depositary or custodian to transfer cash or securities held by $g_{\perp}$ such depositary or custodian in connection with the settlement of any transactions relating to Australian investments; and
  • h. to do all such things, with respect to any of the foregoing, as the Attorneys shall deem appropriate, and to take such other action which the Atthrneys reasonably consider to be necessary, desirable or incidental to the exercise of their respective powers under this Power of Attorney.

Provided that in exercising their respective powers under this Power of Attorney, the Attorneys shall at all times comply with the Principal's published investment objective and investment policy, including investment restrictions (as the same may be amended from time to time) and with any further parameters agreed in writing between the Principal and the Attorneys (as the same may also be amended from time to time).

For the purposes of this Power of Attorney, "Australian investments" means all shares, warrants, securities, equity, futures, options, forward contracts, contracts for differences, derivatives, loans, convertible or exchangeable debt securities, bonds, notes, cash, currencies, interests in business, partnerships or limited partnerships or the like, real estate and any other property whatscever (quoted or traded on an investment exchange or not), including income derived therefrom, that the Principal hords through either

$\langle \phi \rangle$ a direct holding in Australian securities, or

a holding of an interest in or securities of an entity that invests in Australian securities, ${U}$ . that gives rise to a relevant interest in Australian securities. For the purposes of this definition "relevant interest' has the meaning given in section 608 of the Corporations Act 2001 (Cth) and "Australian securities" means those securities to which section 606 of the Corporations Act 2001 (Cth) applies.

• $\tilde Z_{\rm s}$ . The Principal further declares that all and every of the acts, deeds and things done by the Attorneys for the aforesaid purposes shall be good, valid and effectual as if the same had been signed, sealed and delivered, given, made or done by the Principal and the Principal undertakes at all times hereafter to ratify and confirm whatspever the Attorneys shall lawfully do or rause to be done by virtue of this Power. of Attorney and the Principal further declares that this Power of Attorney shall be irrevocable for the purposes aforesaid.
• 1. This Power of Attorney shall in all respects be governed by the laws of England and Wales.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed and delivered ................................... 2018.

EXECUTED and DELIVERED as a DEED. By PETER OURROUGH on behalf of UIL LIMITED

Burrow

in the presence of:

Namet:

AUSTAN ROLENE

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