Resolute Mining Limited — Regulatory Filings 2012

Sep 27, 2012

28 September 2012

SUBSTANTIAL SHAREHOLDER NOTICE

Please find attached a copy of a substantial shareholder notice received by the Company.

GREG FITZGERALD Company Secretary

604 Page 1 of 2 15 July 2001

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 the substantial holder on		27/09/2012
The previous notice was given to the company on		16/07/2012
The previous notice was dated		17/07/2012

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	207,752,694 32.75%		197,109,976 31.35%

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 Appandix "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 Appendix יי גיי

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	$-1$ Address
See Appendix "A"

Signature

print name	Duncan Gutsehe	capacity	Notifications Administrator
sign here		date	27/09/2012

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the 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 f
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• 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 $(7)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any banefit 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)

$\bar{z}$

This is Appendix A of 2 pages 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

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
02 Aug - 27 Sep 2012	Alliance Life Common Fund (L) Ltd	Sales - on Market	11,170,608	6,542,718	6,542,718
27 Sep 2012	CCM Pty Ltd	Sales - on Market	187,448	100,000	100,000
22 Aug - 10 Sep 2012	Bermuda Commercial Bank Limited	Sales - on Market	2,014,350	1,300,000	1,300,000
25 Sep 2012	Eclectic Investment Company Limited	Sales - on Market	384,300	200,000	200,000
06 - 11 Sep 2012	Utilico Emerging Markets Limited	Sales - on Market	818,389	500,000	500.000
21 - 25 Sep 2012	Utilico Investments Limited	Sales - on Market	3,872,507	2,000,000	2,000,000

Present relevant interests 4.

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
Utilico Investments Limited	JP Morgan	Utilico Investments Ltd	Beneficial owner	124,429,227	124,429,227
Alliance Life Common Fund (L) Ltd	HSBC Custady Nominees	Alliance Life Common Fund (L) Ltd	Beneficial owner	63,791,341	63,791,341
Alliance Life Common Fund (L) Ltd	St George Bank Australia	Alliance Life Common Fund (L) Ltd	Beneficial owner	1,000,000	1,000,000
CCM Pty Ltd	St George Bank Australia	CCM Ptv Ltd	Beneficial owner	200,000	200,000
Permanent Investments Limited	State Street Bank & Trust Boston	Permanent Investments Limited	Beneficial owner	1,485,643	1,485,643
Eclectic Investment Company Limited	HSBC Custody Nominees	Eclectic Investment Company Limited	Beneficial owner	3,300,000	3,300,000
ICM Limited	State Street Bank & Trust Boston	ICM Limited	Beneficial owner	2,903,765	2,903,765

This is Appendix A of 2 pages referred to in form 604 - Notice of change of interests of substantial holder

Resolute Mining Ltd - ACN 097 088 689

5. Changes in association

Name and ACN

Utilico Investments Ltd Permanent Investments Limited CCM Ptv Ltd Eclectic Investment Company Limited Alliance Life Common Fund (L) Ltd

6. Addresses

Name

Utilico Investments Ltd

Alliance Life Common Fund (L) Ltd

CCM Pty Ltd

Permanent Investments Limited, Eclectic Investment Company Limited, and ICM Limited

Duncan Gutsche

Notifications Administrator

Nature of association

Common fund manager or acting in concert Common fund manager or acting in concert Common fund manager or acting in concert Common fund manager or acting in concert Common fund manager or acting in concert

Address

8^th Floor, Exchange House, Primrose Street, London, EC2A 2NY, United Kingdom

Level 1, Lot 7, Block F, Saguking Commercial Building, Jalan Patau-Patau, 87000 Labuan F.T., Malaysia

Level 11, 1 York Street, Sydney, NSW, 2000

1st Floor, 19 Par-La-Ville Road, Hamilton, Bermuda

$29 / 09 / 2012$