Resolute Mining Limited — Share Issue/Capital Change 2012

Jun 28, 2012

29 June 2012

SHARE BUY-BACK AND APPENDIX 3B

As a result of the exercise of unlisted options, Resolute Mining has issued and allotted 500,000 fully paid ordinary shares.

Attached is a copy of the Appendix 3B containing these changes.

In addition and pursuant to the Company's ongoing Share Buy Back Program, attached is a copy of a notice of cancellation of shares bought back by Resolute Mining that has been lodged with the Australian Securities and Investments Commission.

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 – 500,000

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	$0.74
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	unlisted share options.	Shares were issued as a result of the exercise of
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	holding statements dispatched on 29 June 2012.	The Shares were issued on 29 June 2012 and
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	Number634,428,623	+ClassShares

+ See chapter 19 for defined terms.

9	+classNumberandofall+securities not quoted on ASX(including the securities in clause	195,000	Options with an exerciseprice of $2.12 and expiry of22 May 2013.
	2 if applicable)	51,000	Options with an exerciseprice of $1.62 and expiry of28 August 2013.
		517,333	Options with an exerciseprice of $0.42 and expiry of31 January 2014.
		3,000,000	Options with an exerciseprice of $0.72 and expiry of24 October 2012.
		556,000	Options with an exerciseprice of $1.09 and expiry of14 February 2015.
		81,000	Options with an exerciseprice of $1.21 and expiry of15 July 2015.
		135,000	Options with an exerciseprice of $1.43 and expiry of15 November 2015.
		2,000,000	Options with an exerciseprice of $1.36 and expiry of4 January 2016.
		996,000	Options with an exerciseprice of $1.43 and expiry of24 January 2016.
		130,000	Options with an exerciseprice of $1.18 and expiry of15 July 2016.
		782,400	Options with an exerciseprice of $1.85 and expiry of26 January 2017.
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 according to

their rights and interests.

increased capital (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.Cross reference: rule 7.7.	N/A
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+security holders' approval, the dateof 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 partoftheirentitlementsthroughabroker 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	(tick one)	Type of securities
(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 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

1989 - Andrea Santa Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andrea Andr

+ 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 +securitiesquotedonASX(includingthesecurities 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.

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

Sign here: Date: 29 June 2012...... (Director/Company secretary)

+ See chapter 19 for defined terms.

$\underline{\mathbf{A}\mathbf{S}\mathbf{I}\mathbf{C}}_{\text{Auztralian Securities~&Invectments Commission}}$

RESOLUTE MINING LIMITED 'BGC CENTRE' LEVEL 4 28 THE ESPLANADE PERTH WA 6000

Page No	$\cdot$ 1
Lodgement No.	: 34443753
Date Received	: 29/06/2012
Time Received	: 17:15:45

DOCUMENT ACKNOWLEDGEMENT

	DOCUMENTS LODGED
Document Number	Organisation/Person Details	Form Type & Description
7E4556999	A.C.N. 097 088 689RESOLUTE MINING LIMITED	FORM 484Change to Company Details

Electronic Lodgement

Document No. 7E4556999

Lodgement date/time: 29-06-2012 17:15:45 Reference Id: 84592685

Form 484

Corporations Act 2001

Change to company details

Company details

Company name RESOLUTE MINING LIMITED Australian Company Number (ACN) 097 088 689

Lodgement details

Who should ASIC contact if there is a query about this form?

Name

Gregory William FITZGERALD

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this form is true and complete Name Gregory William FITZGERALD Capacity Secretary Signature

Date signed 29-06-2012

C1 Cancellation of shares

Reason for cancellation	Shares cancellation details
	Reason for cancellation
		the share buy-back can take place	ss.257H(3) Share buyback - Other buy-backtype. A form 280 or 281 must be lodged atleast 14 days, and no more than 1 year before
	The cancelled shares are listed below:
	Share class code	INumber of sharesIcancelled	Amount paid (cashor otherwise)
	ORD	9290435	1.40
	Earliest Date ofcancellation	29-06-2012

C3 Change to share structure

The updated details for this changed share class are shown in the table below.

Share classIcode	Full title if not standard Total number of	Ishares	Total amount paid onthese shares	Total amount unpaidon these shares
ORD	ORDINARY SHARES	633928623	360168763.48	IO.OO

Earliest date of 29-06-2012 change