Resolute Mining Limited — Proxy Solicitation & Information Statement 2007

May 28, 2007

A.B.N. 39 097 088 689

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the shareholders of Resolute Mining Limited (the "Company") will be held at 10.00 a.m. on Friday, 29 June 2007 at the BGC Conference Centre, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia.

BUSINESS - Election of Additional Director - Ordinary Resolution

That in accordance with the requirements of the Company's Constitution, to consider, and if thought fit, elect Mr David Guy as a Director of the Company.

THE BOARD IS UNANIMOUS IN ITS RECOMMENDATION THAT SHAREHOLDERS SHOULD VOTE AGAINST THIS RESOLUTION.

For further information, please read the Explanatory Memorandum that accompanies and forms part of this Notice of Meeting.

Determination of Shareholders Right to Vote

For the purposes of the meeting, persons who are registered holders of ordinary shares as at 7.00pm Perth time on Wednesday, 27 June 2007 will be voting members.

BY ORDER OF THE BOARD

G. W. Fitzgerald Company Secretary Dated: 25 May 2007

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice of Meeting dated 25 May 2007.

Resolution - Election of Additional Director - Ordinary Resolution

The Company has received a nomination for Mr Guy, who is 34 years old with a legal. investment and financial planning background, to be appointed as a director of the Company.

The Board does not support this nomination and does not believe that Mr Guy would add to the expertise of the Board nor to the advancement of the Company as a Board member.

The Board does not consider that Mr Guy has appropriate skills, experience or ability to assist the Board. In addition, the Board believes that it is generally seen as inappropriate to appoint investment advisers to the boards of public companies, particularly where such persons have clients, or are associated with groups of clients, who are shareholders in that company, as is the case with Mr Guy. This is exemplified by a comment from Mr Guy, when he withdrew a previous nomination to be elected as a Director of the Company, when he said that other proposals his group were "working on in relation to realizing fair value from its RSG holdings would be more easily undertaken if I am not a director of RSG".

The Board is aware of recent correspondence dispatched to some of the shareholders of the Company by Mr Guy and media comments by him which in the view of the Board were wrong. unhelpful and disrespectful of the efforts of both the Board and management of the Company. It is therefore felt that the involvement of Mr Guy at Board level would only lead to disharmony, tension and disruption, which would not be in the interests of shareholders.

However, the Board is keen to ensure that this matter is resolved as quickly and fairly as possible. The Board recognises that ultimately, the appointment of Directors is a matter on which shareholders should have the final say. Therefore, the Board has resolved to call this Meeting to allow shareholders to vote on the resolution as to whether Mr Guy should be elected as a Director.

THE BOARD IS UNANIMOUS IN ITS RECOMMENDATION THAT SHAREHOLDERS SHOULD VOTE AGAINST THIS RESOLUTION.

Mr Guy has provided the information set out in italics below in support of his election.

David Guy is an Executive Director and Chief Investment Officer of Officium Capital Limited ("Officium Capital").

Officium Capital is an Australian based funds management company with total funds under management in excess of $400m. It is a 100% owned subsidiary of Officium Group Pty Ltd ("Officium Group"). Mr Guy is the Executive Chairman of Officium Group. Officium Capital and Officium Group were formerly known as Western Pacific Asset Management Limited and Western Pacific Group Holdings Pty Ltd respectively. Their names were changed following the sale of Officium Group's financial planning subsidiary, Western Pacific Financial Group Pty Ltd, to the ASX listed financial services company Snowball Group Limited ("Snowball"). Mr Guy was instrumental in the negotiation of this transaction. Today, Officium Group holds approximately 64% of the issued capital in Snowball and Mr Guy is a non-executive director of Snowball.

Mr Guy strongly believes that non-executive directors have an obligation to represent the interests of all shareholders and is seeking appointment as a director of Resolute to represent all shareholders. Mr Guy believes that it is highly desirable that non-executive directors have a reasonable shareholding in the securities of the companies on the board of which they serve.

Mr Guy currently holds a beneficial interest in 2.103.500 Resolute shares and entities with which he is associated hold a further 14,589,000 Resolute Shares. Accordingly, Mr Guy is very focussed on strategies for unlocking the value he believes is inherent in Resolute.

Mr Guv believes that his extensive financial experience and his expertise in corporate mergers and acquisitions would make him a useful addition to the Resolute Board and would significantly enhance the prospects of the Board taking the action necessary to increase the Resolute share price.

Mr Guy believes that the appointment of a non-executive director with a significant financial interest in maximising the value of Resolute shares would benefit all Resolute shareholders and asks that you vote in favour of his appointment.

RESOLUTE MINING LIMITED (the "Company") GENERAL MEETING ON 29 JUNE 2007 PROXY FORM

The Secretary Resolute Mining Limited C/- Security Transfer Registrars Pty Ltd PO Box 535, Applecross WA 6953 AUSTRALIA

I/We,
.

or in that person's absence, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the general meeting of the Company to be held on 29 June 2007, at 10,00am and at any meeting held subsequent and pursuant to an adjournment of that meeting.

This form is to be used in accordance with the directions below. Unless the proxy is directed, your proxy may vote as he/she thinks fit.

In respect of the Resolution contained in the Notice of Meeting. I/We instruct the above proxy/proxies to vote:

Resolution	Against	For	Abstain	Chairman'sDiscretion
That in accordance with the requirements of the Company'sConstitution, to consider, and if thought fit, elect Mr David Guyas a Director of the Company

By marking the "Chairman's Discretion" box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. As stated in the Explanatory Memorandum that accompanies this proxy form the Directors recommend that shareholders should vote against this resolution and the Chairman intends to vote undirected proxies against the resolution.

Appointment of a second proxyIf appointing a second proxy, state the percentage of your voting rightsapplicable to the proxy appointed by this form.	%
Shareholder Reference or CHESS Number
DATED this
Signature of member or Attorney	Signature of joint member or Attorney
Or if a company:
Executed for and on behalf ofby its duly authorised officer(s),in accordance with S.127 ofthe Corporations Act 2001:
Director / Sole Director	Director / Secretary

A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and, on a poll, to vote in his stead. Where two proxies are appointed, the appointment may specify the proportion or number of votes which each proxy may exercise. If it does not, then each proxy may exercise one-half of the votes. A proxy need not be a member of the Company.

To be effective, proxy forms must be either:

• a) deposited at the office of Security Transfer Registrars, 770 Canning Highway, Applecross, WA 6153
• b) returned by mail to Security Transfer Registrars PO Box 535, Applecross WA 6953, or
• c) faxed to the Company's share registry (Fax No. 08 9315 2233 and for overseas shareholders 618 9315 2233) not less than 48 hours before the time fixed for holding the Meeting.