Resolute Mining Limited — Share Issue/Capital Change 2005

May 3, 2005

ASX ANNOUNCEMENT

EXERCISE OF OPTIONS

As a result of the exercise of options, Resolute Mining has issued and allotted 102,451 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

4 May 2005

RESOLUTE MINING LIMITED A.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 6850 Telephone : (08) 9261 6100 Facsimile : (08) 9322 7541 Email : contact@resolute-ltd.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).

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

Fully paid ordinary shares

• $\overline{2}$ Number of +securities issued or to 102,451 be issued (if known) or maximum number which may be issued
• Principal terms of the *securities (eg, $\mathbf{3}$ if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates payment; if +convertible for securities, the conversion price and dates for conversion)

Shares rank equally with existing shares.

$\div$ 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?If the additional securities do notrank equally, please state:the date from which they dowhichextenttheythetοparticipate for the next dividend,οfthecase$\lim$atrust.distribution) or interest paymentthe extent to which they do notrank equally, other than in	Yes
	relation to the next dividend,distribution or interest payment
5	Issue price or consideration	Issue PriceShares	Consideration ($)
		102,45180 cents	81,961
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	certain listed option holders exercising theiroptions.	The shares have been issued as a result of
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	The shares to be issued will be issued on 4 May2005 and holding statements dispatched by 4May 2005.
		Number	+ Class
8	Numberand*classof all+ securitiesquotedASXon-(including the securities in clause 2	178,470,946	Fully paid ordinaryshares.
	if applicable)	50,022,363	withOptionsanexercise price of $0.80and expiry of 11 June2005

+ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all*securities not quoted on ASX(including the securities in clause 2if applicable)	2,000,000	Options withanexercise price of $0.42and expiry of-10December 2006.
		1,274,000	Options withanexercise price of $0.81and expiry of 19September 2007.
		85,000	Options withanexercise price of $0.81and expiry of 13August 2008.
		810,000	Options withanexercise price of $1.57and expiry of 21December 2009.

$1010$ 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

11	holderapprovalIssecurityrequired?	No.
$12 \overline{ }$	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 theoffer relates	N/A
15	determine+ Recorddatetoentitlements	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.

18	Names of countries in which theentity has *security holders whowill notbesentnewissue.documentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
19	Closingοfdateforreceiptacceptances 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 acceptancesrenunciationson behalf ofŌf*security holders	N/A
25.	If the issue is contingenton*security holders' approval, the dateof the meeting	N/A
26	Date entitlement and acceptance N/Aform 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 (if $N/A$applicable)
29.	Date rights trading will end (ifapplicable)	N/A
30	How do + security holders sell their $\vert N/A \rangle$

+ See chapter 19 for defined terms.

	entitlements in full throughabroker?
31	How do "security holders sell partof their entitlements through abroker and accept for the balance?	N/A
32	How do *security holders dispose of $\mid N/A \rangle$their entitlements (except by salethrough a broker)?
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 (tick one)
• Securities described in Part 1. $(a)$ ⊠
• $(b)$ All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee interferive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

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

• 35
• If the "securities are "equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those 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

Entities that have ticked box 34(b)

$\div$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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 Reason for request for quotation $41$ now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) +Class Number

Number and +class of all +securities

quoted on ASX (including the

securities in clause 38)

42

$\div$ See chapter 19 for defined terms.

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: ..4 May 2005......

Sign here:

(Director/Company secretary)

Print name:

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

+ See chapter 19 for defined terms.