Resolute Mining Limited — Share Issue/Capital Change 2006

Oct 15, 2006

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).

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

Unlisted employee options

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

Maximum of 570,000 unlisted employee options

Each option entitles the holder to subscribe for 1 fully paid ordinary share in the Company at a subscription price of $1.48 per share. The options expire on 24 October 2011.

+ 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?	will rank equally in all respects with theCompany's then existing fully paid ordinaryshares.	All shares issued upon exercise of the options
	If the additional securities do notrank equally, please state:the date from which they dowhichtheextent$f_{\Omega}$they$\bullet$participate for the next dividend,of(inthecasea.trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment	Holders of options may only participate in newrecordbefore theentitlements to the new issue.	issues of securities to holders of ordinary sharesin the Company if an option has been exercisedand a share issued in respect of that optiondate of determining
5	Issue price or consideration	The optionshaveconsideration.	issuedforbeennil
6.	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	to put in place :levels; andraising.	The purpose of the issue of employee options isa) a long term incentive for employees whichwill enhance staff retention and motivationb) a mechanism for a possible future capital
7	Dates of entering + securities intouncertificated holdings or despatchof certificates	Mining Limited Employee Share Option Plan.	The options were issued on 16 October 2006and option certificates are to be dispatched inaccordance with the terms of the Resolute
		Number	+ Class

$+$ See chapter 19 for defined terms.

		Number	+ Class
9	Number and + class of all*securities not quoted on ASX(including the securities in clause2 if applicable)	2,000,000	withOptionsanexercise price of $0.42and expiry of10December 2006.
		807,500	Options withanexercise price of $0.81and expiry of19September 2007.
		475,000	Options withanexercise price of $1.57and expiry of21December 2009.
		405,000	Options withanexercise price of $1.28and expiry of 23March 2011.
		570,000	Options withanexercise price of $1.48and expiry of24October 2011.
10	Dividend policy (in the case of a $\Box$ The Directors may from time to time determine

trust, distribution policy) on the dividends to be distributed to membersincreased capital (interests) according to their rights and interests.

Part 2 - Bonus issue or pro rata issue

11	holdersecurityapprovalIs.required?	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*Record date toentitlements	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 whowillnotbe sentnewissuedocumentsNote: Security holders must be told how their	N/A
	entitlements are to be dealt with.Cross reference: risfe 7.7.
19.	ofClosingdateforreceiptacceptances 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	of any handlingfeeAmountpayable to brokers who lodgeacceptances or renunciations onbehalf of + security holders	N/A
25.	If the issue iscontingenton*security holders'approval,thedate of the meeting	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.

т

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"of their entitlements (except by salethrough a broker)?	N/A
33	+ Despatch date	N/A

T

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. $(a)$ lХ
• $(b)$

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

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

$10,001 - 100,000$ 100,001 and over

35	If the *securities are *equity securities, the names of the 20 largest holders of theadditional + 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$

A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 +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
ĭ

+ 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.
• $\mathfrak{D}$ We warrant the following to ASX.
  • The issue of the "securities to be quoted complies with the law and is not 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 ٠ 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.
• $\overline{4}$ 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: ..16 October 2006......

Sign here:

(Director/Company secretary)

Print name:

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

$\div$ See chapter 19 for defined terms.