Resolute Mining Limited — Share Issue/Capital Change 2010

Nov 1, 2010

1

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ISSUE OF SECURITIES

As a result of the exercise of listed options, Resolute Mining has issued and allotted 122,570 fully paid ordinary shares at an average issue price of $0.60 per share.

In addition and in accordance with the shareholder approved Resolute Mining Limited Employee Share Option Plan, Resolute Mining has issued 135,000 unlisted share options to employees with an exercise price of $1.43 per share and a 5 year term.

Please find attached a copy of the Appendix 3B relating to these changes.

For and on behalf of the Board

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GREG FITZGERALD Company Secretary

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4th Floor, The BGC Centre 28 The Esplanade Perth, Western Australia 6000 P.O. Box 7232 Cloisters Square, Perth Western Australia 6850 Tel: 61 8 9261 6100 Fax: 61 8 9322 7597 E‐mail: contact@rml.com.au www.rml.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)	Fully paid ordinary shares (“Shares”)
	Shares – 122,570 (as a result of the exercising of listed options) Options– 135,000
	Shares issued rank equally with existing Shares. The unlisted Options have an exercise price of $1.43 and an expiry date of 15 November 2015. Upon conversion into Shares, they will rank equally with existing Shares.

4 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

Shares – Yes

Options – Prior to conversion into Shares, the Options do not carry voting rights or entitlements to dividends.

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	122,570 Shares were issued at a price of $0.60 each as a result of the exercise of listed options. Options – nil.	122,570 Shares were issued at a price of $0.60 each as a result of the exercise of listed options. Options – nil.
	122,570 Shares were issued as a result of the exercise of listed options. The unlisted Options have been issued in accordance with the shareholder approved Employee Share Option plan and are designed to provide employees with a long term incentive.
	The Shares to be issued will be issued on 2 November 2010 and holding statements dispatched on 2 November 2010. The unlisted Options will be issued on 16 November 2010 and certificates dispatched by approximately 17 November 2010.
	Number	+Class
	451,503,505 146,806,354 53,475,023	Shares Convertible Notes 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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	55,000 165,000 213,000 75,000 1,250,000 772,335 500,000 500,000 3,000,000 899,000 179,000 135,000	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. Options with an exercise price of $0.74 and expiry of 30 June 2012. Options with an exercise price of $0.72 and expiry of 24 October 2012. Options with an exercise price of $1.09 and expiry of 14 February 2015. Options with an exercise price of $1.21 and expiry of 15 July 2015. Options with an exercise price of $1.43 and expiry of 15November 2015.
	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 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 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	No.
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• See chapter 19 for defined terms.

Appendix 3B Page 4

11/3/2002

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 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
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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

11/3/2002

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: 2 November 2010......

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

11/3/2002