Resolute Mining Limited — Share Issue/Capital Change 2004

Dec 21, 2004

ASX ANNOUNCEMENT

EXERCISE AND ALLOTMENT OF OPTIONS

As a result of the exercise of options, Resolute Mining has issued and allotted 971 fully paid ordinary shares at an issue price of 80 cents each.

Pursuant to the shareholder approved Resolute Mining Limited Employee Share Option Plan, the directors have approved the allotment of 810,000 options to employees of the Resolute group in accordance with that Plan. The options will have an exercise price of $1.57 and a 5 year term.

Please find attached a copy of the Appendix 3B relating to the issue of these ordinary shares and allotment of employee options.

For and on behalf of the Board

GREG FITZGERALD Company Secretary

22 December 2004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

Resolute Mining Limited

ABN

39 097 088 689

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+ Class of + securities issued or to beissued	Fully paid ordinary shares andunlisted employee options
2	Number of $+$ securities issued or tobe issued (if known) or maximumnumber which may be issued	971 fully paid ordinary sharesMaximum of 810,000 unlisted employee options
3	Principal terms of the "securities (eg,if options, exercise price and expirydate; if partly paid *securities, theamount outstanding and due datesforpayment; if + convertiblesecurities, the conversion price anddates for conversion)	Ordinary shares issued rank equally with existingshares.Each option entitles the holder to subscribe for 1fully paid ordinary share in the Company at asubscription price of $1.57 per share.Theoptions expire on 21 December 2009.

$\div$ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?	Ordinary shares - Yes
		fully paid ordinary shares.	All shares issued upon exercise of the options will rankequally in all respects with the Company's then existing
	If the additional securities do notrank equally, please state:the date from which they do۰extent to which theythe٠participate for the next dividend,case of a$(in$ thetrust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	determining entitlements to the new issue.	Holders of options may only participate in new issuesof securities to holders of ordinary shares in theCompany if an option has been exercised and a shareissued in respect of that option before the record date of
5	Issue price or consideration	Issue PriceShares	Consideration ($)
		97180 cents	777
		The options have been issued for nil consideration.
-6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identify		The ordinary shares have been issued as a result ofcertain listed option holders exercising their options.
	those assets)	in place :	The purpose of the issue of employee options is to puta) a long term incentive for employees which willenhance staff retention and motivation levels; andb) a mechanism for a possible future capital raising.
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	The ordinary shares to be issued will be issued on 22December 2004 and holding statements dispatched by22 December 2004.options to be issued will be issued onTheapproximately 22 December 2004 and holdingstatements dispatched by approximately 22 December2004.
		Number	+ Class
8	Number*classοfandaÎl*securitiesquotedonASX.(including the securities in clause 2if applicable)	177,320,380	Fully paid ordinary shares.
		51,116,929	Options with an exercise priceof $0.80 and expiry of 11 June2005

+ See chapter 19 for defined terms.

		Number	+ Class
9	and + class ofNumberaIl	2,000,000	Optionswithan
	*securities not quoted on ASX		exercise price of $0.42
	(including the securities in clause 2if applicable)		and expiry of-10
			December 2006.
		2,460,000	Options withan
			exercise price of $2.20
			$\exp$ iryofand$\boldsymbol{4}$
			January 2005.
		1,320,000	Options withan
			exercise price of $0.81
			and expiry of 19
			September 2007.
		95,000	Options withan
			exercise price of $0.81
			and expiry of 13
			August 2008.
		810,000	Options withan
			exercise price of $1.57
			and expiry of 21
			December 2009.

$101$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{\frac{h}{h}}$ The Directors may from time to time determine dividends to be distributed to members according to their rights and interests.

Part 2 - Bonus issue or pro rata issue

11	holderapprovalIs.securityrequired?	No.
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the "securities willbe offered	N/A
14	+ Class of + securities to which the $\vert N/A \vert$offer relates
15	determine+ Recorddateto.entitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has *security holders whowillnotbeissuesentnewdocuments	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	ofClosingfordatereceiptacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23.	Fee or commission payable to thebroker to the issue	N/A
24	Amount of any handling fee payableto brokers who lodge acceptancesrenunciationsbehalf ofonOf*security holders	N/A
25	the issue is contingentIf.*security holders' approval, the dateof the meeting	on $N/A$
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29.	Date rights trading will end (ifapplicable)	N/A

+ See chapter 19 for defined terms.

Г

30	How do *security holders sell theirentitlements in full through abroker?	N/A
31	How do *security holders sell partof their entitlements through abroker and accept for the balance?	N/A
32	How do "security holders dispose oftheir entitlements (except by salethrough a broker)?	N/A
33	+ Despatch date	N/A

Т

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• $34$ Type of securities (tick one)
• Securities described in Part 1. $(a)$ ΙXΙ
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

If the *securities are *equity securities, the names of the 20 largest holders of the

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

	additional "securities, and the number and percentage of additional "securities held bythose holders
-36	If the "securities are "equity securities, a distribution schedule of the additional*securities setting out the number of holders in the categories$1 - 1.000$$1,001 - 5,000$$5.001 - 10.000$10,001 - 100,000$100,001$ and over
-37	A copy of any trust deed for the additional *securities

35

$\div$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend. (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• $41$ Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+ Class

Quotation agreement

• $\mathbf{I}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not $\bullet$ for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: ..22 December 2004......

(Director/Company secretary)

Print name:

Sign here:

...Greg Fitzgerald............

+ See chapter 19 for defined terms.