Resolute Mining Limited — Share Issue/Capital Change 2011

Oct 19, 2011

ISSUE OF SHARES

As a result of the exercise of listed and unlisted options, Resolute Mining has issued and allotted 174,778 fully paid ordinary shares at an average issue price of $0.85 per share.

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

For and on behalf of the Board

GREG FITZGERALD Company Secretary

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

Fully paid ordinary shares ("Shares")

• 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)

Shares – 174,778 (as a result of the exercising of listed and unlisted options)

Shares issued rank equally with existing Shares.

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?	Shares – Yes
	If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	each as a result of the exercise of listed options.	86,111 Shares were issued at a price of $0.60
		50,000 Shares were issued at a price of $1.32each as a result of exercise of unlisted options.
		each as a result of exercise of unlisted options.	8,000 Shares were issued at a price of $1.09
		each as a result of exercise of unlisted options.	20,000 Shares were issued at a price of $0.42
		4,667 Shares were issued at a price of $1.43each as a result of exercise of unlisted options.
		each as a result of exercise of unlisted options.	6,000 Shares were issued at a price of $1.21
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Shares were issued as a result of the exercise oflisted and unlisted options.
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	The Shares to be issued will be issued on 20October2011andholdingstatementsdispatched on 20 October 2011.
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX	469,206,696	Shares
	(including the securities in clause2 if applicable)	136,862,475	Convertible Notes
		49,823,976	Listed Options

+ See chapter 19 for defined terms.

51,00028 August 2013.517,33331 January 2014.500,00031 March 2012.500,00030 June 2012.3,000,00024 October 2012.705,00014 February 2015.93,00015 July 2015.135,00015 November 2015.2,000,0004 January 2016.1,152,33324 January 2016.	9	+classNumberandofall+securities not quoted on ASX(including the securities in clause2 if applicable)	213,000	Options with an exerciseprice of $2.12 and expiry of22 May 2013.
				Options with an exerciseprice of $1.62 and expiry of
				Options with an exerciseprice of $0.42 and expiry of
				Options with an exerciseprice of $1.00 and expiry of
				Options with an exerciseprice of $0.74 and expiry of
				Options with an exerciseprice of $0.72 and expiry of
				Options with an exerciseprice of $1.09 and expiry of
				Options with an exerciseprice of $1.21 and expiry of
				Options with an exerciseprice of $1.43 and expiry of
				Options with an exerciseprice of $1.36 and expiry of
				Options with an exerciseprice of $1.43 and expiry of
15 July 2016.			130,000	Options with an exerciseprice of $1.18 and expiry of
10Dividend policy (in the case of aThe Directors may from time to time determine

trust, distribution policy) on the increased capital (interests)

dividends to be distributed to members according to their rights and interests.

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	No.
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securities willbe offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	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
18	Names of countries in which theentity has +security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.	N/A
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances 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	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holders	N/A

+ See chapter 19 for defined terms.

25	Iftheissueiscontingenton+securityholders'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
30	How do +security holders sell theirentitlementsinfullthroughabroker?	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 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(tick one)
(a)		Securities described in Part 1.
(b)		All other securitiesExample: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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.

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
	quotedonASX(includingthe
	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.

(Director/Company secretary)

Sign here: Date: 20 October 2011......

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

+ See chapter 19 for defined terms.