Resolute Mining Limited — Share Issue/Capital Change 2015

Aug 27, 2015

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

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

Ordinary Shares and Performance Rights

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued Ordinary Shares – 393,771 Performance Rights – 5,838,967

• See chapter 19 for defined terms.

3	Principal terms of the +securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,the amount outstandingandduedatesforpayment;if+convertiblesecurities,theconversionpriceanddatesforconversion)	Sharesissuedrank equallywith existing Shares.PerformanceRightsissuedareinaccordancewiththeResoluteMiningLimitedPerformanceRightsPlanapprovedbyshareholdersatthe2012 AGM.
		EachPerformanceRightwillconverttoonefullypaidordinarysharefornilcashconsideration,subjecttosatisfactionofaservicevestingcondition.
		PursuanttotheCompany'sremunerationframeworkadoptedin2012/13,thesePerformance Rights have been issuedto Level2employees(ie.thoseeligibleemployeesthatreporttoaLevel1employeeand are key driversoftheoperationalpartsofthebusiness)astheLongtermincentivecomponentoftheirremunerationpackage.ThequantumofPerformanceRightsissuedtoLevel2employeesislinkedtoShorttermincentivemetricsbasedonperformanceovertheprevious12months,andvestingissubjecttoanadditional2years'service condition.
		PerformanceRightsthatdonotvestwilllapseimmediately.
		FurtherdetailsonthetermsofthePerformanceRightscanbefoundonpage48ofResolute'sAnnualReportforthe yearended 30June 2014.

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classofquoted +securities?If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do notrankequally,otherthaninrelation to the next dividend,	Theordinarysharesissuedrankequallyinallrespectswithexistingissuedordinaryfullypaidshares.PerformanceRightsdonotrankequallywithexistingfullypaidordinarysharesfromthedateofissueanddonotparticipateinanydividendsor distributions.AnyfullypaidsharesissuedontheconversionofPerformanceRightswillrankequallyinallrespectswithexistingissuedordinaryfullypaidshares.
	distribution or interest payment
5	Issue price or consideration	No cashconsideration
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	ThefullypaidordinaryshareswereissuedtoLevel1employeesforthePerformanceRightsvesteduponsatisfactionoftheperformanceandtimebasedvestingcriteriacontainedinthetermsandconditionsoftheshareholderapprovedPerformance RightsPlan.PerformanceRightsissuedrepresenttheLongTermIncentivecomponentofremunerationforLevel2employeesemanatingfromtheyearended 30June 2015.
6a	Is the entity an +eligibleentity thathasobtainedsecurityholderapproval under rule 7.1A?If Yes, complete sections 6b – 6h in+securitiesrelationtothethesubject of this Appendix 3B, andcomply with section 6i	No
6b	Thedatethesecurityholderresolutionunderrule7.1Awaspassed
6c	+securitiesNumberofissuedwithoutsecurityholderapprovalunder rule 7.1
6d	Number of +securitiesissued withsecurity holder approval under rule7.1A

+ See chapter 19 for defined terms.

6e	Number of +securitiesissued withsecurity holder approval under rule7.3,oranotherspecificsecurityholderapproval(specify dateofmeeting)
6f	Number of securities issued underan exception in rule 7.2
6g	If securities issued under rule 7.1A,was issue price at least 75% of 15day VWAP as calculated under rule7.1A.3? Include the issue date andboth values. Include the source ofthe VWAP calculation.
6h	If securities were issued under rule7.1A fornon-cash consideration,state date on which valuation ofconsideration was released to ASXMarket Announcements
6i	Calculatetheentity'sremainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements
7	Dates of entering +securitiesintouncertificated holdings or despatchof certificates	ThePerformanceRightswereandcertificateswillbedispatchedSeptember 2015.	issuedon28August2015onapproximately11
		Number	+Class
8	Number and +classof all +securities	641,582,994	Shares
	quotedonASX (includingthesecurities in section 2 if applicable)	15,000,000	ConvertibleUnsecured

Notes

+ See chapter 19 for defined terms.

		Number	+Class
9	Number and +classof all +securities	90,000	Optionswithanexercisepriceof$1.43
	not quoted on ASX (including thesecurities in section 2 if applicable)		and expiry of 15 November 2015.
		2,000,000	Optionswithanexercisepriceof$1.36
			and expiry of 4 January 2016.
		756,333	Optionswithanexercisepriceof$1.43
			and expiry of 24 January 2016.
		130,000	Optionswithanexercisepriceof$1.18
			and expiry of 15 July 2016.
		647,400	Optionswithanexercisepriceof$1.85
			and expiry of 26 January 2017.
		3,176,743	PerformanceRights(Level1)withavesting period ending on30June 2016.
		1,519,282	PerformanceRights(Level2)witha
			vesting period ending on30June 2016.
		2,385,834	PerformanceRights(Level1)witha
			vesting period ending on30June 2017.
		5,838,967	PerformanceRights(Level2)witha
			vesting period ending on30June 2017.
		5,588,771	PerformanceRights(Level1)witha
			vesting period ending on30June 2018.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) 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?	No
12	Is the issue renounceable or nonrenounceable?	n/a
13	Ratio in which the +securitieswill beoffered	n/a
14	+Classof +securitiesto which theoffer relates	n/a
15	+Recorddatetodetermineentitlements	n/a

+ See chapter 19 for defined terms.

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 +securityholders who willnot be sent new issue documentsNote: Security holders must be told how their	n/a
	entitlements are to be dealt with.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	Amount of any handling fee payableto brokers who lodge acceptances orrenunciations on behalf of +securityholders	n/a
25	If the issue is contingent on +securityholders' approval, the date of themeeting	n/a
26	DateentitlementandacceptanceformandprospectusorProductDisclosure 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 (if applicable) n/a
• 30 How do +security holders sell their entitlements in full through a broker?
• 31 How do +security holderssell 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

٠.

n/a

n/a

n/a

• See chapter 19 for defined terms.

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) x 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

+ See chapter 19 for defined terms.

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
• 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)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

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.
• 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.

Sign here: Date: 28/8/15

(Director/Company secretary)

Print name: Greg Fitzgerald

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule7.1–Issuesexceeding15%ofcapital
Step1:Calculate"A", thebasefigurefrom whichtheplacementcapacityiscalculated
Insert number of fully paid ordinarysecurities on issue 12 months before dateof issue or agreement to issue	641,189,223
Add the following:
•Number of fully paid ordinary securitiesissued in that 12 month period underan exception in rule 7.2
•Number of fully paid ordinary securitiesissued in that 12 month period withshareholder approval
•Number of partly paid ordinarysecurities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtract the number of fully paid ordinarysecurities cancelled during that 12 monthperiod
"A"	641,189,223

+ See chapter 19 for defined terms.

Step2:Calculate15%of"A"
"B"	0.15
Multiply "A" by 0.15	96,178,383
Step3:Calculate"C", theamount7.1thathasalreadybeenused	ofplacementcapacityunder rule
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	15,000,000 Convertible Notes
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable ) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	15,000,000
Step4: Subtract"C"from["A"xplacementcapacityunderrule7.1	"B"]tocalculateremaining
"A" x 0.15	96,178,383
Note: number must be same as shown inStep 2
Subtract "C"	15,000,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	81,178,383
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule7.1A–Additional placementcapacityforeligibleentities
Step1:Calculate"A", thebasefigurefrom whichtheplacementcapacity iscalculated
"A"
Note: number must be same as shown inStep 1 of Part 1
Step2:Calculate10%of"A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10
Step3:Calculate"E", theamountofplacementcapacityunder rule7.1Athathasalreadybeenused
Insert number of equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A
Notes:
•This applies to equity securities – notjust ordinary securities
•Include here – if applicable – thesecurities the subject of the Appendix
3B to which this form is annexed•Do not include equity securities issued
under rule 7.1 (they must be dealt within Part 1), or for which specific security
holder approval has been obtained
•It may be useful to set out issues ofsecurities on different dates as
separate line items
"E"

+ See chapter 19 for defined terms.

Step4: Subtract"E"from["A"x"D"]tocalculateremainingplacementcapacityunderrule7.1A
"A" x 0.10
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.