Resolute Mining Limited — Share Issue/Capital Change 2011

Sep 12, 2011

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----- Start of picture text ----- AnnouncementACN 097 088 68913 SEPTEMBER 2011 1----- End of picture text -----

ISSUE OF SHARES

As a result of the exercise of listed and unlisted options, Resolute Mining has issued and allotted 798,266 fully paid ordinary shares at an average issue price of $0.68 per share.

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

For and on behalf of the Board

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GREG FITZGERALD Company Secretary

Resolute Mining Limited 4th Floor, The BGC Centre, 28 The Esplanade, Perth, Western Australia 6000 Telephone: + 61 8 9261 6100 Facsimile: + 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 beissued2Number of+securities issued or tobe issued (if known) or maximumnumber which may be issued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and dates forconversion)	Fully paid ordinary shares (“Shares”)
	Shares – 798,266 (as a result of the exercisingof listed and unlisted options)
	Shares issued 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:

Shares – Yes

• 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

5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisition of assets, clearlyidentify those assets)7Dates of entering+securitiesinto uncertificated holdings ordespatch of certificates8Numberand+classofall+securitiesquotedonASX(_including_the securities in clause2 if applicable)	711,266 Shares were issued at a price of $0.60each as a result of the exercise of listed options.75,000 Shares were issued at a price of $1.32each as a result of the exercise of unlistedoptions.6,000 Shares were issued at a price of $1.09each as a result of the exercise of unlistedoptions.6,000 Shares were issued at a price of $1.43each as a result of the exercise of unlistedoptions.	711,266 Shares were issued at a price of $0.60each as a result of the exercise of listed options.75,000 Shares were issued at a price of $1.32each as a result of the exercise of unlistedoptions.6,000 Shares were issued at a price of $1.09each as a result of the exercise of unlistedoptions.6,000 Shares were issued at a price of $1.43each as a result of the exercise of unlistedoptions.
	Shares were issued as a result of the exercise oflisted and unlisted options.
	The Shares to be issued will be issued on 13September2011andholdingstatementsdispatched on 13 September 2011.
	Number	+Class
	468,608,774136,862,47550,333,231	SharesConvertible NotesListedOptions

• See chapter 19 for defined terms.

Appendix 3B Page 2

11/3/2002

9Numberand+classofall+securities not quoted on ASX(_including_the securities in clause2 if applicable)10Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	75,000213,00051,0001,250,000537,333500,000500,0003,000,000717,00099,000135,0002,000,0001,157,000130,000	Options with an exerciseprice of $1.32 and expiry of24 October 2011.Options with an exerciseprice of $2.12 and expiry of22 May 2013.Options with an exerciseprice of $1.62 and expiry of28 August 2013.Options with an exerciseprice of $1.63 and expiry of1 October 2011.Options with an exerciseprice of $0.42 and expiry of31 January 2014.Options with an exerciseprice of $1.00 and expiry of31 March 2012.Options with an exerciseprice of $0.74 and expiry of30 June 2012.Options with an exerciseprice of $0.72 and expiry of24 October 2012.Options with an exerciseprice of $1.09 and expiry of14 February 2015.Options with an exerciseprice of $1.21 and expiry of15 July 2015.Options with an exerciseprice of $1.43 and expiry of15 November 2015.Options with an exerciseprice of $1.36 and expiry of4 January 2016.Options with an exerciseprice of $1.43 and expiry of24 January 2016.Options with an exerciseprice of $1.18 and expiry of15 July2016.
	The Directors may from time to time determinedividends to be distributed to members according totheir rights and interests.

Part 2 - Bonus issue or pro rata issue

11Issecurityholderapprovalrequired?12Is the issue renounceable or non-renounceable?13Ratio in which the+securities willbe offered14+Class of +securities to which theoffer relates15+Recorddatetodetermineentitlements16Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?17Policy for deciding entitlements inrelation to fractions18Names of countries in which theentity has+security holders whowillnotbesentnewissuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting fee orcommission22Names of any brokers to the issue23Fee or commission payable to thebroker to the issue24Amountof any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders	No.
	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.

Appendix 3B Page 4

11/3/2002

25If the issue is contingent on+security holders’ approval, thedate of the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)30How do+security holders sell theirentitlements_in full_through abroker?31How do+security holders sell_part_of their entitlements through abroker and accept for the balance?32How do+security holders disposeof their entitlements (except by salethrough a broker)?33+Despatch date	N/A
	N/A
	N/A
	N/A
	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

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: 13 September 2011......

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

11/3/2002