Resolute Mining Limited — Share Issue/Capital Change 2019

Aug 13, 2019

14 August 2019

Appendix 3B and Section 708A(5) Cleansing Notice

Resolute Mining Limited (ASX/LSE: RSG) (Issuer) notifies the Australian Securities Exchange (ASX) (as the operator of the prescribed financial market on which the securities identified below are or are to be quoted) that:

• a) the securities identified below were issued without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act);
• b) this notice is being given under section 708A(5)(e) of the Corporations Act;
• c) as at the date of this notice the Issuer has complied with the provisions of Chapter 2M as they apply to the Issuer and with section 674 of the Corporations Act; and
• d) as at the date of this notice there is no information which is 'excluded information' within the meaning of sections 708A(7) and (8) of the Corporations Act.

DETAILS OF THE ISSUE OF SECURITIES
Class of securities:	Ordinary Shares
ASX Code of the securities:	RSG
Date of the issue of securities:	14 August 2019
Total number of securities issued:	12,336,379

Application for admission of these shares to the Official List (Standard Segment) and to trading on the Main Market of the LSE is being made and admission is expected on or around 19 August 2019.

For further information, contact:

John Welborn Managing Director & CEO Jeremy Meynert General Manager – Business Development & Investor Relations

Total Voting Rights

Following the issue of the Resolute Shares for Second Completion, Resolute's total issued share capital consists of 900,888,230 ordinary shares of no par value. Resolute does not hold any shares in treasury. Therefore, following such issue, the total number of voting rights in Resolute is 900,888,230. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Resolute under the FCA's Disclosure Guidance and Transparency Rules.

General

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Offer Document, a copy of which is available on the Resolute website at https://www.rml.com.au/toroacquisition/.

Dates referred to in this announcement are indicative only and are subject to change without notice to Toro Shareholders. Any significant changes to the above dates will be announced by Resolute on the ASX announcement platforms.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

ASX/LSE: RSG Capital Summary

Fully Paid Ordinary Shares: 900,888,230 Current Share Price: A$1.90 as at 13 August 2019 Market Capitalisation: A$1.71 billion FY19 Guidance (to 31 December): 400,000oz @ AISC US$960/oz

Board of Directors

Mr Martin Botha Non-Executive Chairman Mr John Welborn Managing Director & CEO Ms Yasmin Broughton Non-Executive Director Mr Mark Potts Non-Executive Director Ms Sabina Shugg Non-Executive Director Mr Peter Sullivan Non-Executive Director

Contact

John Welborn Managing Director & CEO Jeremy Meynert GM – BD & IR Level 2, Australia Place | 15-17 William St Perth, Western Australia 6000 T: +61 8 9261 6100 | F: +61 8 9322 7597 E: contact@rml.com.au

About Resolute

Resolute is a successful, dividend paying gold miner with more than 30 years of experience as an explorer, developer and operator of gold mines in Australia and Africa which have produced more than 8 million ounces of gold.

Resolute's production and cost guidance for the 12 months to 31 December 2019 has been updated to 400,000oz of gold at an AISC of US$960/oz following the acquisition of Toro Gold Limited.

Resolute owns four gold mines. Its flagship asset is the world class Syama Gold Mine in Mali (Syama) which can produce more than 300,000 ounces of gold per annum from existing processing infrastructure. Resolute is currently commissioning the world's first fully automated underground mine at Syama which will deliver a low cost, large scale operation with a mine life beyond 2032. The Mako Gold Mine in Senegal is a high quality, low cost asset with average annual production of ~140,000 ounces of gold. The Ravenswood Gold Mine in Australia and the Bibiani Gold Mine in Ghana are existing largescale assets which provide Resolute with significant production growth potential. Resolute has a pathway to annual gold production in excess of 500,000 ounces from a Global Mineral Resource base of more than 18 million ounces of gold.

Resolute trades on the Australian Securities Exchange (ASX) and the London Stock Exchange (LSE) under the ticker RSG.

Contact Information

Resolute

John Welborn, Managing Director & CEO Jeremy Meynert, General Manager – BD & IR Telephone: +61 8 9261 6100 Email: contact@rml.com.au Web: www.rml.com.au

Berenberg (UK Corporate Broker)

Matthew Armitt / Detlir Elezi Telephone: +44 20 3207 7800

Tavistock (UK Investor Relations)

Jos Simson / Charles Vivian / Emily Fenton / Annabel de Morgan Telephone: +44 207 920 3150 / +44 778 855 4035 Email: resolute@tavistock.co.uk

Follow Resolute

ASX/LSE: RSG Capital Summary

Fully Paid Ordinary Shares: 900,888,230 Current Share Price: A$1.90 as at 13 August 2019 Market Capitalisation: A$1.71 billion FY19 Guidance (to 31 December): 400,000oz @ AISC US$960/oz

Board of Directors

Mr Martin Botha Non-Executive Chairman Mr John Welborn Managing Director & CEO Ms Yasmin Broughton Non-Executive Director Mr Mark Potts Non-Executive Director Ms Sabina Shugg Non-Executive Director Mr Peter Sullivan Non-Executive Director

Contact

John Welborn Managing Director & CEO Jeremy Meynert GM – BD & IR Level 2, Australia Place | 15-17 William St Perth, Western Australia 6000 T: +61 8 9261 6100 | F: +61 8 9322 7597 E: contact@rml.com.au

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, 04/03/13

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

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. 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)

Ordinary Shares Issued: 12,336,379

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	The ordinary shares will rank equally in allrespects with existing issued ordinary fullypaid shares.
	If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration
		$1.45
6	Purpose of the issue
	(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Shareswereissuedaspartoftheconsideration in relation to the acquisition ofToroGoldLimitedaspartofSecondCompletion, as referred to in the Company'sASX Announcements of 31 July 2019.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holder	N/A
	resolution under rule 7.1A waspassed
6c	Number of +securities issued	N/A
	without security holder approvalunder rule 7.1
6d	Number of +securities issued	N/A
	with security holder approvalunder rule 7.1A
6e
	Number of +securities issuedwith security holder approvalunderrule7.3,oranother	N/A

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

N/A

N/A

N/A

N/A

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
900,888,230	Ordinary Shares

Number +Class 9 Number and +class of all +securities not quoted on ASX 2,236,624 Annual grant of Performance Rights with a vesting period

04/03/2013 Appendix 3B Page 3

14 August 2019

+ See chapter 19 for defined terms.

+securities(includingthesection 2 if applicable)	in		ending on 30 June2019.
		600,000	SpecialgrantofPerformanceRightswith a vesting periodending on 30 June2019.
		1,000,000	SpecialgrantofPerformanceRightswith a vesting periodending on 30 June2020.
		1,970,543	AnnualgrantofPerformanceRightswith a vesting periodending on 30 June2020.
		1,000,192	AnnualgrantofPerformanceRightswith a vesting periodending on 30 June2021.
		2,183,681	AnnualgrantofPerformanceRightswith a vesting periodendingon31December 2021.

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 - Pro rata issue

11	Issecurityholderapprovalrequired?	N/A
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

• See chapter 19 for defined terms.

• entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. N/A 19 Closing date for receipt of acceptances or renunciations N/A 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A
• 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 offer documents will be sent to persons entitled

15 +Record date to determine N/A

N/A

N/A

N/A

N/A

27	If the entity has issued options,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders	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 theirentitlements in fullthrough abroker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issue 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 +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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 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 whichquotation is sought
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?
	If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment•the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identifythat other +security)

+ See chapter 19 for defined terms.

		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)

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 is not available now, we 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: 14 August 2019 Company Secretary

Print name: Amber Stanton

== == == == =

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or dateof agreement to issue	752,760,642
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•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	24 August 2018 – 4,650,823 ordinaryshares5 August 2019 – 128,657,263 ordinaryshares issued as part of the considerationpayable in relation to the acquisition ofToro Gold Limited as part of FirstCompletion, as referred to in theCompany's ASX Announcements of 31July 2019. Those shares are the subject ofa Listing Rule 7.1 waiver granted by theASX.14 August 2019 – 12,336,379 ordinaryshares issued as part of the considerationpayable in relation to the acquisition ofToro Gold Limited as part of SecondCompletion, as referred to in theCompany's ASX Announcements of 31July 2019. Those shares are the subject ofa Listing Rule 7.1 waiver granted by theASX.
Subtract the number of fully paid+ordinary securities cancelled during that12 month period

+ See chapter 19 for defined terms.

"A"	898,405,107
-----	-------------

Step 2: Calculate 15% of "A"
"B"	0.15
Multiply "A" by 0.15	134,760,766
7.1 that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval underrule 7.1 or rule 7.4Note:•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	24 August 2018 – 100,623 ordinary shares30 January 2019 – 582,500 ordinaryshares5 August 2019 – 1,800,000 ordinaryshares issued as part of the financing feespayable in relation to the acquisition ofToro Gold Limited
"C"	2,483,123
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15Note: number must be same as shown inStep 2	134,760,766
Subtract "C"	2,483,123
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	132,277,643
	[Note: this is the remaining placementcapacity under rule 7.1]

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"
Note: number must be same as shown inStep 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 rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"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

Form 605 Corporations Act 2001

Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	Resolute Mining Limited
ACN/ARSN	ACN 097 088 689
1.Details of substantial holder (1)
Name			Resolute Mining Limited (ASX: RSG) and its related bodies corporate listed in Annexure A.
ACN/ARSN (if applicable)	ACN 097 088 689
The holder ceased to be a
substantial holder on		12/08/2019
The previous notice was given to the company on		05/08/2019
The previous notice was dated		05/08/2019

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (4)	Considerationgiven in relationto change (5)	Class (6) andnumber ofsecuritiesaffected	Person's votesaffected
SeeAnnexureB

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
N/A

4. Addresses

The addresses of persons named in this form are as follows:

Name	Address
See Annexure C

print name	John Welborn	capacity	Managing Director
sign here		date	14/08/2019

Annexure A

Details of Substantial holder

This is Annexure A of 1 page referred to in Form 605.

Name	Address
Resolute UK 2 Limited	Suite 1, 3rd Floor, 11-12 St. James's Square, London, United KingdomSW1Y 4LB
Resolute UK 1 Limited	Suite 1, 3rd Floor, 11-12 St. James's Square, London, United KingdomSW1Y 4LB
Resolute Mining LimitedACN 097 088 689	Level 2, 15-17 William Street Perth WA 6000

Print Name:	John Welborn	Capacity:	Managing Director
Sign Here:		Date:	14August 2019

Annexure B

Changes in relevant interests

This is Annexure B of 1 page referred to in Form 605.

Date ofchange	Person whose relevantinterest changed	Nature of change	Considerationgiven inrelation tochange	Class andnumber ofsecuritiesaffected	Person's votesaffected
12 August2018	Resolute UK 2LimitedResolute UK 1LimitedResolute MiningLimitedACN 097 088 689	Ceasing to be substantialholders due to ResoluteUK 2 Limited, ResoluteUK 1 Limited andResolute Mining Limitedceasing to have arelevant interest in128,657,263 fully paidordinary shares inResolute Mining Limited,under section 608(1)(c)of the Corporations Act,due to them no longerhaving power to controlthe exercise of a powerto dispose of thoseshares.	N/A	128,657,263	128,657,263

Print Name:	John Welborn	Capacity:	Managing Director
Sign Here:		Date:	14August 2019

Annexure C

Addresses

This is Annexure D of 1 page referred to in Form 605.

Name	Address
Resolute UK 2 Limited	Suite 1, 3rd Floor, 11-12 St. James's Square, London, United KingdomSW1Y 4LB
Resolute UK 1 Limited	Suite 1, 3rd Floor, 11-12 St. James's Square, London, United KingdomSW1Y 4LB
Resolute Mining LimitedACN 097 088 689	Level 2, 15-17 William Street Perth WA 6000

Print Name:	John Welborn	Capacity:	Managing Director
Sign Here:		Date:	14August 2019