Resolute Mining Regulatory News (RSG)

DETAILS OF THE ISSUE OF SECURITIES

Class of securities:

Ordinary Shares

ASX Code of the securities:

RSG

Date of the issue of securities:

5 August 2019

Total number of securities issued:

130,457,263

John Welborn

Managing Director & CEO

Jeremy Meynert

General Manager - Business Development & Investor Relations

Resolute

John Welborn, Managing Director & CEO

Jeremy Meynert, General Manager - BD & IR

Telephone: +61 8 9261 6100

Email: contact@rml.com.au

Berenberg (UK Corporate Broker)

Matthew Armitt/Detlir Elezi

Telephone: +44 20 3207 7800

ASX/LSE: RSG Capital Summary

Fully Paid Ordinary Shares: 888,551,851

Current Share Price:A$1.86 as at 2 August 2019

Market Capitalisation: A$1.65 billion

FY19 Guidance (to 31 December):

400,000oz @ AISC US$960/oz

Board of Directors

Mr Martin Botha Non-Executive ChairmanMr 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 & IRLevel 2, Australia Place | 15-17 William StPerth, Western Australia 6000T: +61 8 9261 6100 | F: +61 8 9322 7597E: contact@rml.com.au

Name of entity

Resolute Mining Limited

ABN

39 097 088 689

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

Ordinary Shares Issued: 130,457,263

Performance Rights Lapsed: (66,082)

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)

Fully paid ordinary shares

4

Do the +securities rank equally in all respects from the +issue date 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

The ordinary shares will rank equally in all respects with existing issued ordinary fully paid shares.

5

Issue price or consideration

Shares

$1.45

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Shares were issued as part of the consideration and financing fees payable in relation to the acquisition of Toro Gold Limited as part of First Completion, as referred to in the Company's ASX Announcements of 31 July 2019

6a

Is the entity an +eligible entity that 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

No

6b

The date the security holder resolution under rule 7.1A was passed

N/A

6c

Number of +securities issued without security holder approval under rule 7.1

N/A

6d

Number of +securities issued with security holder approval under rule 7.1A

N/A

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f

Number of +securities issued under an exception in rule 7.2

N/A

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.

N/A

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

N/A

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

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.

5 August 2019

Number

+Class

8

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

888,551,851

Ordinary Shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

2,236,624

600,000

1,000,000

1,970,543

1,000,192

2,183,681

Annual grant of Performance Rights with a vesting period ending on 30 June 2019.

Special grant of Performance Rights with a vesting period ending on 30 June 2019.

Special grant of Performance Rights with a vesting period ending on 30 June 2020.

Annual grant of Performance Rights with a vesting period ending on 30 June 2020.

Annual grant of Performance Rights with a vesting period ending on 30 June 2021.

Annual grant of Performance Rights with a vesting period ending on 31 December 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.

11

Is security holder approval required?

N/A

12

Is the issue renounceable or non-renounceable?

N/A

13

Ratio in which the +securities will be offered

N/A

14

+Class of +securities to which the offer relates

N/A

15

+Record date to determine entitlements

N/A

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

N/A

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

N/A

25

If the issue is contingent on security holders' approval, the date of the meeting

N/A

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

N/A

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

N/A

28

Date rights trading will begin (if applicable)

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?

N/A

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

N/A

32

How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33

+Issue date

N/A

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

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

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 +issue date 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)

Rule 7.1 - Issues exceeding 15% of capital

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

Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue

752,760,642

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

24 August 2018 - 4,650,823 ordinary shares

5 August 2019 - 128,657,263 ordinary shares issued as part of the consideration payable in relation to the acquisition of Toro Gold Limited as part of First Completion, as referred to in the Company's ASX Announcements of 31 July 2019. Those shares are the subject of a Listing Rule 7.1 waiver granted by the ASX.

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

"A"

 886,068,728

Step 2: Calculate 15% of "A"

"B"

0.15

Multiply "A" by 0.15

132,910,309

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

24 August 2018 - 100,623 ordinary shares

30 January 2019 - 582,500 ordinary shares

5 August 2019 - 1,800,000 ordinary shares issued as part of the financing fees payable in relation to the acquisition of Toro Gold Limited

"C"

2,483,123

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

132,910,309

Subtract "C"

Note: number must be same as shown in Step 3

2,483,123

Total ["A" x 0.15] - "C"

 130,427,186

[Note: this is the remaining placement capacity under rule 7.1]

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"

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