Resolute Mining Limited — Share Issue/Capital Change 2005

May 31, 2005

ASX ANNOUNCEMENT

EXERCISE OF OPTIONS

As a result of the exercise of options, Resolute Mining has issued and allotted 604,321 fully paid ordinary shares at an issue price of 80 cents each.

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

For and on behalf of the Board

GREG FITZGERALD Company Secretary

1 June 2005

RESOLUTE MINING LIMITEDA.B.N. 39 097 088 689

4th Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia 6000. P.O. Box 7232 Cloisters Square, Perth, Western Australia 6850Telephone: (08) 9261 6100 Facsimile: (08) 9322 7541 Email: contact@resolute-Itd.com.au

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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Fully paid ordinary shares

• Number of $+$ securities issued or to be $\overline{2}$ 604.321 issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the +securities (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Shares rank equally with existing shares.

+ 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?If the additional securities do notrank equally, please state:	Yes
	the date from which they doextent to which theytheparticipate for the next dividend,(in the case of atrust,distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,
	distribution or interest payment
5.	Issue price or consideration	Issue PriceShares	Consideration ($)
		604,32180 cents	483,457
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	options.	The shares have been issued as a result ofcertain listed option holders exercising their
7	Dates of entering *securities intouncertificatedholdings$O\Gamma$despatch of certificates	2005 and holding statements dispatched by 1June 2005.	The shares to be issued will be issued on 1 June
8	Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 2 if applicable)	Number180,971,865	+ ClassFullypaidordinaryshares.
		47,521,444	withOptionsanexercise price of $0.80and expiry of 11 June2005

+ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all + securitiesnot quoted on ASX (including thesecurities in clause 2 if applicable)	2,000,000	Optionswithanexercise price of $0.42expiry of10andDecember 2006.
		1,274,000	withOptionsanexercise price of $0.81expiry of19andSeptember 2007.
		85,000	Optionswithanexercise price of $0.8113expiry ofandAugust 2008.
		735,000	Optionswithanexercise price of $1.57expiry of21andDecember 2009.

$10°$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

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

$\mathbf{1}$	securityholderapprovalĬs.required?	No.
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the *securities will beoffered	N/A
14	+ Class of + securities to which theoffer relates	N/A
15	determine+ Recorddatetσentitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

18	Names of countries in which theentity has *security holders who willnot be sent new issue documents	N/A
	Note: Security holders must be told how theirentirlements are to be dealt with.Cross reference: rule 7.7.
19	οfClosingdateforreceiptacceptances 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	handlingof anyfeeAmountpayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders	N/A
25.	If the issue is contingent on*security holders' approval, the dateof the meeting	N/A
26	Date entitlement and acceptance $\vert N/A \rangle$form and prospectus or ProductDisclosure Statement will be sent topersons entitled
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

$\div$ See chapter 19 for defined terms.

30	How do *security holders sell their $\mid N/A \rangle$entitlements in full through abroker?
31	How do *security holders sell partof their entitlements through abroker and accept for the balance?	N/A
32	How do + security holders disposeof their entitlements (except by salethrough a broker)?	N/A
-33	+ Despatch date	N/A

Part 3 - Quotation of securities

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

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

Example: restricted securities at the end of the eserowed 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

+ 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
• Do the +securities rank equally in all $40$ 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)

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

Number	+ Class

+ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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.
• $\mathbf{3}$ 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.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available row, 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.

Sign here:

Date: ..1 June 2005......

(Director/Company secretary)

Print name: ...Greg Fitzgerald............

+ See chapter 19 for defined terms.