Resolute Mining Limited — Share Issue/Capital Change 2015

Jun 30, 2015

01

==> picture [596 x 129] intentionally omitted <==

----- Start of picture text -----

ASX Announcement
----- End of picture text -----

1 July 2015

Issue of Resolute Performance Rights

In accordance with the shareholder approved Resolute Mining Limited (ASX: RSG) Performance Rights Plan, the Company has issued 5,588,771 Resolute Mining Limited Performance Rights. In addition, certain Performance Rights and options have lapsed.

Attached is a copy of the Appendix 3B containing full details of the changes to the securities on issue.

GREG FITZGERALD

Company Secretary

About Resolute:

Resolute is an unhedged gold miner with two operating mines in Africa and Australia. The Company is one of the largest gold producers by volume listed on the ASX with FY15 guidance of 315,000 ounces of gold production at a cash cost of $890/oz. Resolute’s flagship Syama project in Mali is on track for an increase in production to 270,000oz of gold a year following the recent addition of the oxide circuit to the processing plant. At its Ravenswood mine in Queensland Resolute is investigating a number of opportunities to add value by increasing gold production and lowering operating costs. In Ghana, the Company is now the owner and operator of the advanced Bibiani gold project where work is being undertaken on an underground feasibility study including a 25,000m drill program. The Company controls an extensive footprint along the highly prospective Syama Shear and Greenstone Belts in Mali and Cote d’Ivoire. Resolute has also identified a number of highly promising exploration targets at its Ravenswood operations and holds a number of exploration projects in Tanzania surrounding its now completed Golden Pride mine.

==> picture [596 x 86] intentionally omitted <==

Appendix 3B New issue announcement

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Performance Rights
	5,588,771 *This includes 1,515,000 Performance Rights issued to Mr John Welborn (Director) subject to shareholder approval to be sought at the next shareholders’ meeting.

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

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)

Performance Rights issued are in accordance with the Resolute Mining Limited Performance Rights Plan approved by shareholders at the 2012 AGM. Each Performance Right will convert to one fully paid ordinary share for nil cash consideration, subject to satisfaction of certain vesting conditions. The Performance Rights will be performance tested as at 30 June 2018 and will vest subject to meeting service and performance conditions as outlined below: • 75% of the Rights will be performance tested against the relative total shareholder return measure over a 3 year period; and • 25% of the Rights will be performance tested against the reserve/resource growth over a 3 year period Performance Rights that do not vest will lapse immediately. Further details on the terms of the Performance Rights can be found on page 48 of Resolute’s Annual Report for the year ended 30 June 2014.

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in No. Performance Rights do not rank equally all respects from the date of with existing fully paid ordinary shares from allotment with an existing[+] class of the date of issue and do not participate in any quoted[+] securities? dividends or distributions. If the additional securities do not Any fully paid shares issued on the conversion rank equally, please state: of Performance Rights will rank equally in all • the date from which they do respects with existing issued ordinary fully paid • the extent to which they shares. 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 5 Issue price or consideration No cash consideration 6 Purpose of the issue Performance Rights issued represent the Long (If issued as consideration for the Term Incentive component of remuneration for acquisition of assets, clearly Level 1 employees for the 2015/16 financial identify those assets) year. 6a Is the entity an[+] eligible entity that No has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of[+] securities issued with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into The Performance Rights were issued on 1 July 2015 uncertificated holdings or despatch and certificates will be dispatched on approximately 9 of certificates July 2015. Number +Class 8 Number and +class of all 641,189,223 Shares +securities quoted on ASX ( including the securities in section 15,000,000 Convertible Unsecured 2 if applicable) Notes

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	33,000 90,000 2,000,000 756,333 130,000 647,400 1,586,978 3,176,743 1,519,282 2,385,834 5,588,771	Options with an exercise price of $1.21 and expiry of 15 July 2015. Options with an exercise price of $1.43 and expiry of 15 November 2015. Options with an exercise price of $1.36 and expiry of 4 January 2016. Options with an exercise price of $1.43 and expiry of 24 January 2016. Options with an exercise price of $1.18 and expiry of 15 July 2016. Options with an exercise price of $1.85 and expiry of 26 January 2017. Performance Rights (Level 1) with a vesting period ending on 30 June 2015. Performance Rights (Level 1) with a vesting period ending on 30 June 2016. Performance Rights (Level 2) with a vesting period ending on 30 June 2016. Performance Rights (Level 1) with a vesting period ending on 30 June 2017. Performance Rights (Level 1) with a vesting period ending on 30 June 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? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered	No
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	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 6

01/08/2012

Appendix 3B New issue announcement

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_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
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

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)

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

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

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: 1/7/15 ( ~~Director/C~~ ompany secretary)

Print name: Greg Fitzgerald

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

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

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [414 x 380] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 641,189,223
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary
securities cancelled during that 12 month
period
“A” 641,189,223
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	96,178,383
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	15,000,000 Convertible Notes
“C”	15,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	96,178,383
Subtract“C” Note: number must be same as shown in Step 3	15,000,000
Total[“A” x 0.15] – “C”	81,178,383 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Appendix 3B New issue announcement

Part 2

==> picture [414 x 464] intentionally omitted <==

----- Start of picture text -----

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities 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 with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E”
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

01/08/2012