Resolute Mining Limited — Share Issue/Capital Change 2012

Jan 9, 2012

10 January 2012

ISSUE OF SHARES

As a result of the exercise of listed options and conversion of convertible notes, Resolute Mining has issued and allotted 1,845,123 fully paid ordinary shares at an average issue price of $0.59 per share. The remaining listed options have lapsed and the remaining convertible notes redeemed.

In accordance with the shareholder approved Resolute Mining Limited Employee Share Option Plan, Resolute Mining has issued 823,200 unlisted share options to employees with an exercise price of $1.85 per share and a 5 year term.

Attached is 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 beissued	Fully paid ordinary shares ("Shares")
		Unlisted options to acquire fully paid ordinary
		shares ("Options")
2	Number of +securities issued or to	Shares – 122,000 (as a result of convertible note
	be issued (if known) or maximumnumber which may be issued	holder conversion notices)
		Shares – 1,723,123 (as a result of the exercising
		of listed share options)
		Options – 823,200
3	Principal terms of the +securities(eg, if options, exercise price and	Shares issued rank equally with existing Shares.
	expirydate;ifpartlypaid	The Options have an exercise price of $1.85
	+securities, the amount outstanding	and an expiry date of 26 January 2017. Upon
	andduedatesforpayment;if	conversion into Shares, they will rank equally
	+convertiblesecurities,the	with existing Shares.
	conversionpriceanddatesforconversion)

4	Do the +securities rank equally in allrespects from the date of allotmentwith an existing +class of quoted+securities?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	Shares – YesOptions – Prior to conversion into Shares, theOptionsdonotcarryentitlements to dividends.	votingrightsor
5	Issue price or consideration	convertible note holder conversion notices.	122,000 Shares were issued as a result of1,723,123 Shares were issued at a price of
		share options.	$0.60 each as a result of the exercise of listed
		Options – nil.
6	Purpose of the issue122,000Shareswereissued(If issued as consideration for theconvertible note holder conversion notices.acquisitionofassets,clearlyidentify those assets)1,723,123 Shares were issued as a result of theexercise of listed share options.		pursuantto
		accordancewiththetoprovideemployeesincentive.	The unlisted Options have been issued inshareholderapprovedEmployee Share Option plan and are designedwithalongterm
7	Dates of entering +securitiesinto uncertificated holdings ordespatch of certificates	The Shares were issued on 10 January 2012 andholding statements dispatched on 10 January2012.
		approximately 27 January 2012.	The unlisted Options will be issued on 27January 2012 and certificates dispatched by
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX(including the securities in clause2 if applicable)	655,620,461	Shares

+ See chapter 19 for defined terms.

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.
		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.
		500,000	Options with an exerciseprice of $1.00 and expiry of31 March 2012.
		500,000	Options with an exerciseprice of $0.74 and expiry of30 June 2012.
		3,000,000	Options with an exerciseprice of $0.72 and expiry of24 October 2012.
		650,000	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.
		1,145,666	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.
		823,200	Options with an exerciseprice of $1.85 and expiry of26 January 2017.
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	their rights and interests.	The Directors may from time to time determinedividends to be distributed to members according to

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: 10 January 2012......

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

+ See chapter 19 for defined terms.