Resolute Mining Limited — Share Issue/Capital Change 2009

Apr 8, 2009

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ASX ANNOUNCEMENT

APPENDIX 3B – ISSUE OF SHARE OPTIONS

The Company has issued 500,000 unlisted Resolute Mining Limited share options with a $1.00 exercise price and 3 year term. This represents the payment of a quarterly extension fee to the provider of a short term credit facility that was put in place last year.

In addition, as a result of the marginally dilutive impact of the Company’s recent prorata rights issue offer, the exercise price of unlisted share options issued prior to 31 December 2008 have been reduced by 1 cent.

Please find attached a copy of the Appendix 3B that incorporates these changes.

For and on behalf of the Board

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GREG FITZGERALD Company Secretary

9 April 2009

RESOLUTE MINING LIMITED A.C.N. 097 088 689 A.B.N. 39 097 088 689 4[th] Floor, The BGC Centre, 28 The Esplanade, Perth, Western Australia 6000. PO Box 7232 Cloisters Square, Perth, Western Australia 6850. Telephone +61 8 9261 6100 Facsimile +61 8 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).

1 +Class of+securities issued or to be issued 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 expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Options to acquire fully paid ordinary shares (“Options”)
	500,000 Options
	The unlisted Options have an exercise price of $1.00 and an expiry date of 31 March 2012. Upon conversion into Shares, they will rank equally with existing Shares.

4 Do the[+] securities rank equally in all The Options, when converted to Shares, will respects from the date of allotment rank equally with the Shares currently on issue. +with an existing securities?[+] class of quoted Prior to conversion into Shares, the Options do not carry voting rights or entitlements to dividends. 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 5 Issue price or consideration Options – nil 6 Purpose of the issue The issue of the options represents the payment (If issued as consideration for the of a quarterly extension fee to the provider of a acquisition of assets, clearly short term credit facility that was put in place identify those assets) last year. 7 Dates of entering[+] securities 500,000 Options were issued on 9 April 2009 into uncertificated holdings or and an option certificate dispatched on 9 April despatch of certificates 2009.

Number +Class 8 Number and +class of all 103,443,677 Convertible Notes +securities quoted on ASX ( including the securities in clause 311,107,086 Shares 2 if applicable) 79,986,895 Listed Options

• See chapter 19 for defined terms.

Appendix 3B Page 2

11/3/2002

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	40,000 55,000 335,000 261,000 99,000 1,250,000 1,880,000 500,000	Options with an exercise price of $1.41 and expiry of 21 December 2009. Options with an exercise price of $1.12 and expiry of 23 March 2011. Options with an exercise price of $1.32 and expiry of 24 October 2011. Options with an exercise price of $2.12 and expiry of 22 May 2013. Options with an exercise price of $1.62 and expiry of 29 August 2013. Options with an exercise price of $1.63 and expiry of 1 October 2011. Options with an exercise price of $0.42 and expiry of 31 January 2014. Options with an exercise price of $1.00 and expiry of 31 March 2012.

10 Dividend policy (in the case of a The Directors may from time to time determine trust, distribution policy) on the dividends to be distributed to members increased capital (interests) according to their rights and interests.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates	No.
	N/A
	N/A
	N/A

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date
	N/A
	N/A
	N/A
	N/A
	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 )

(a)[Securities described in Part 1. ]

• (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

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)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

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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)

Number +Class

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

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 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 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.

• 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.

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Sign here: ( ~~Director/C~~ ompany secretary)

Date: 9 April 2009......

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

11/3/2002