Resolute Mining Limited — Major Shareholding Notification 2020

Apr 15, 2020

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 (and associates listed in Annexure "A"), Somers Isles Private Trust Company Limited ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 14/4/2020 The previous notice was given to the company on 6/8/2019 The previous notice was dated 6/8/2019

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	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary	130,099,654	14.64%	145,092,544	13.53%

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 whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
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 relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
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 in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association	Nature of association
Addresses he addresses of persons named in this form are as follows:
Name		Address
Somers Isles Private Trust Company Limited, Alliance Life Common Fund Limited, Prime Life Common Fund Limited, General Provincial Life Pension Fund Limited, Union Mutual Pension Fund Limited, Zeta Resources Limited, ICM Limited and Duncan Saville		34 Bermudiana Road, Hamilton, HM11, Bermuda
UIL limited		2 Church Street, Hamilton HM11
Utilico Emerging Markets Trust plc and ICM Investment Management Limited		The Cottage, Ridgecourt, The Ridge, Epsom Surrey, KT18 7EP, UK

6. Addresses

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

Signature

print name Werner van Kets	capacity	Notifications Administrator
sign here	date	15/4/2020

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 15/4/2020.

Print Name Werner van Kets Capacity Notifications Administrator Signature Date 15/4/2020

Changes in relevant interests

Date of change	Person whose relevant interest changes	Nature of change	Consideration given in relation to **change **	Class and number of securities	Person’s votes affected
8 APR 2020	Alliance Life Common Fund Limited	Placement	$4,429,449	4,026,771	4,026,771
8 APR 2020	UIL Limited	Placement	$8,518,176	7,743,797	7,743,797
MAR- APR 2020	UIL Limited	Sales – on market	$179,308	100,000	100,000
8 APR 2020	Utilico Emerging Markets Trust PLC	Placement	$1,526,014	1,387,286	1,387,286
MAR 20	Utilico Emerging Markets Trust PLC	Purchases – on market	$321,152	734,000	734,000
AUG 2019	Zeta Resources Limited	Sales - on market	$215,002	105,000	105,000
8 APR 2020	Zeta Resources Limited	Placement	$1,436,640	1,306,036	1,306,036
8 APR 2020	Prime Life Common Fund Limited	Change in % holding due to placement by Alliance Life Common Fund Limited	-	4,026,771	4,026,771
AUG 2019	UIL Limited	Change in % holding due to on market sales by Zeta Resources Limited	-	105,000	105,000
8 APR 2020	UIL Limited	Change in % holding due to placement by Zeta Resources Limited	-	1,306,036	1,306,036
8 APR 2020	General Provincial Life Pension Fund Limited	Change in % holding due to placement by UIL Limited and Zeta Resources Limited	-	9,049,833	9,049,833
AUG 2019 – APR 2020	General Provincial Life Pension Fund Limited	Change in % holding due to on market sales by UIL Limited and Zeta Resources Limited	-	205,000	205,000
8 APR 2020	Union Mutual Pension Fund Limited	Change in % holding due to placement by UIL Limited and Zeta Resources Limited	-	9,049,833	9,049,833
AUG 2019 – APR 2020	Union Mutual Pension Fund Limited	Change in % holding due to on market sales by UIL Limited and Zeta Resources Limited	-	205,000	205,000
8 APR 2020	Somers Isles Private Trust Company Limited	Change in % holding due to on placement by Alliance Life Common Fund Limited, Zeta Resources Limited, Utilico Emerging Markets Plc and UIL Limited	-	14,463,890	14,463,890
AUG 2019 – APR 2020	Somers Isles Private Trust Company Limited	Change in % holding due to on market purchases and sales by Limited, Zeta Resources Limited, UIL Limited and Utilico Emerging Markets Trust PLC	-	529,000	529,000
8 APR 2020	Duncan Saville	Change in % holding due to placement by Alliance Life Common Fund Limited, Zeta Resources Limited, Utilico Emerging Markets Plc and UIL Limited	-	14,463,890	14,463,890
AUG 2019 – APR 2020	Duncan Saville	Change in % holding due to on market sales and purchases by UIL Limited, Zeta Resources Limited and Utilico Emerging Markets Trust Plc	-	529,000	529,000
8 APR 2020	ICM Limited	Change in % holding due to placement by UIL Limited, Utilico Emerging Markets PLC and Zeta Resources Limited	-	10,437,119	10,437,119

AUG 2019 – APR 2020	ICM Limited	Change in % holding due to on market sales and purchases by UIL Limited, Utilico Emerging Markets PLC and Zeta Resources Limited	-	529,000	529,000
6 AUG 2019 – 14 APR 2020	ICM Investment Management Limited	Change in % holding due to on market purchases by UIL Limited, Utilico Emerging Markets PLC and Zeta Resources Limited	-	10,437,119	10,437,119
6 AUG 2019 – 14 APR 2020	ICM Investment Management Limited	Change in % holding due to on market sales by UIL Limited, Utilico Emerging Markets PLC and Zeta Resources Limited	-	529,000	529,000

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 15/4/2020.

Print Name Signature	Werner van Kets	Present	Capacity Notifications Administrator Date 15/4/2020 relevant interests	Capacity Notifications Administrator Date 15/4/2020 relevant interests
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Nature of relevant interest	Class and number of securities	Person’s votes
UIL Limited	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited	UIL Limited Zeta Resources Limited	Beneficial Owner Relevant interest under section 608(3)(b) of the Corporations Act by having control over Zeta Resources Limited holding greater than 50% of the shares on issue.	98,301,791 ordinary shares 8,951,036 ordinary shares	107,252,827
Utilico Emerging Markets Trust plc	JP Morgan Nominees Australia Limited	Utilico Emerging Markets Trust plc	Beneficial Owner	10,241,886 ordinary shares	10,241,886
Alliance Life Common Fund Limited	HSBC Custody Nominees	Alliance Life Common Fund Limited	Beneficial Owner	27,597,831 ordinary shares	27,597,831
Zeta Resources Limited	JP Morgan Nominees Australia Limited	Zeta Resources Limited	Beneficial Owner	8,951,036 ordinary shares	8,951,036
Prime Life Common Fund Limited	HSBC Custody Nominees	Alliance Life Common Fund Limited	Relevant interest under section 608(3)(b) of the Corporations Act by having control over Alliance Life Common Fund Limited holding100% of the shares on issue.	27,597,831 ordinary shares	27,597,831
General Provincial Life Pension Fund Limited	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited	UIL Limited Zeta Resources Limited	Relevant interest under section 608(3)(a) of the Corporations Act by having control over UIL Limited holding greater than 50% of the shares on issue. Relevant interest under section 608(3)(a) of the Corporations Act by having voting power of above 20% in Zeta Resources Limited.	98,301,791 ordinary shares 8,951,036 ordinary shares	107,252,827
Union Mutual Pension Fund Limited	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited	UIL Limited Zeta Resources Limited	Relevant interest under section 608(3)(b) of the Corporations Act by having common control of UIL Limited	98,301,791 ordinary shares 8,951,036 ordinary shares	107,252,827
Somers Isles Private Trust Company Limited	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited HSBC Bank Australia Limited	UIL Limited Utilico Emerging Markets Trust plc Zeta Resources Limited Alliance Life Common Fund Limited	Relevant interest under section 608(3)(b) of the Corporations Act by having control over General Provincial Life Pension Fund Limited Relevant interest under section 608(3)(b) of the Corporations Act by having control over ICM Limited. Relevant interest under section 608(3)(a) of the Corporations Act by having voting power of above 20% in Zeta Resources Limited. Relevant interest under section 608(3)(b) of the Corporations Act by having control over Prime Life Common Fund Limited holding 100% of the shares on issue on each entity.	98,301,791 ordinary shares 10,241,886 ordinary shares 8,951,036 ordinary shares 27,597,831 ordinary shares	145,092,544

ICM Limited	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited	UIL Limited Utilico Emerging Markets Trust plc Zeta Resources Limited	Relevant interest under sections 608(1)(b) and (c) of the Corporations Act by having power to control the exercise of voting or disposal of shares as co- investment manager for UIL Limited. Relevant interest under sections 608(1)(b) and (c) of the Corporations Act by having power to control the exercise of voting or disposal of shares as co- investment manager for Utilico Emerging Markets Trust plc. Relevant interest under sections 608(1)(b) and (c) of the Corporations Act by having power to control the exercise of voting or disposal of shares as investment manager Zeta Resources Limited.	98,301,791 ordinary shares 10,241,886 ordinary shares 8,951,036 ordinary shares	117,494,713
ICM Investment Management Limited	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited	UIL Limited Utilico Emerging Markets Trust plc Zeta Resources Limited	Relevant interest under sections 608(1)(b) and (c) of the Corporations Act by having power to control the exercise of voting or disposal of shares as co- investment manager for UIL Limited. Relevant interest under sections 608(1)(b) and (c) of the Corporations Act by having power to control the exercise of voting or disposal of shares as co- investment manager for Utilico Emerging Markets Trust plc. Relevant interest under section 608(3)(a) of the Corporations Act as Co- Investment Manager of UIL Limited which has voting power of above 20% in Zeta Resources Limited.	98,301,791 ordinary shares 10,241,886 ordinary shares 8,951,036 ordinary shares	117,494,713
Duncan Saville	JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited JP Morgan Nominees Australia Limited HSBC Bank Australia Limited	UIL Limited Utilico Emerging Markets Trust plc Zeta Resources Limited Alliance Life Common Fund Limited	Relevant interest under section 608(3)(b) of the Corporations Act by having control over ICM Limited and holding 100% of the shares in Somers Isles Private Trust Company Limited.	98,301,791 ordinary shares 10,241,886 ordinary shares 8,951,036 ordinary shares 27,597,831 ordinary shares	145,092,544