Resolute Mining Regulatory News (RSG)

28 January 2020

Resolute Mining Limited

("Resolute" or the "Company")

ACN 097 088 689

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting of the Shareholders of Resolute Mining Limited (Company) will be held at 3.00pm (AWST) on Thursday, 27 February 2020 at Level 2, Australia Place, 15-17 William Street, Perth, Western Australia (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form both form part of this Notice.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 3.00pm (AWST) on Tuesday, 25 February 2020.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in the Schedule.

A full PDF version of the announcement, including proxy forms, is available from the Company's website: https://www.rml.com.au/investors/asx-announcements/.

For further information, contact:

Contact Information

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

Resolute has a Global Mineral Resource base of more than 18 million ounces of gold. The Company's flagship asset is the world class Syama Gold Mine in Mali which has the ability to produce 300,000 ounces of gold per annum from existing processing infrastructure. Resolute has commissioned 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 approximately 140,000 ounces of gold. A binding agreement has been signed to sell the Ravenswood Gold Mine in Queensland, Australia for up to A$300 million. A strategic review is currently underway of the Bibiani Gold Mine in Ghana.

Resolute's guidance for FY20 has been set at production of 500,000 ounces of gold at an AISC of US$980 per ounce. FY20 Guidance will be revised once the sale of Ravenswood has been finalised.

AGENDA

Resolution 1 - Ratification of Issue of Tranche 1 Placement Shares

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rules 7.4 and for all other purposes, Shareholders ratify and approve the issue of 132,733,185 Shares at an issue price of $1.10 per Share, on the terms and conditions detailed in the Explanatory Memorandum."

Resolution 2 - Approval of Issue of Major Shareholder Placement Shares

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rules 7.1 and for all other purposes, Shareholders approve the issue of up to 22,327,272 Shares at an issue price of $1.10 per Share to ICM Limited (or its nominee/s), on the terms and conditions detailed in the Explanatory Memorandum."

Resolution 3 - Approval of Issue of Shares to Chairman, Mr Martin Botha

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 45,455 Shares at an issue price of $1.10 per Share to Mr Marthinus (Martin) Botha (or his nominee/s), on the terms and conditions detailed in the Explanatory Memorandum."

Resolution 4 - Approval of Issue of Shares to Managing Director and CEO, Mr John Welborn

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 300,000 Shares at an issue price of $1.10 per Share to Mr John Welborn (or his nominee/s), on the terms and conditions detailed in the Explanatory Memorandum."

Resolution 5 - Approval of Issue of Shares to Non-Executive Director, Ms Yasmin Broughton

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 27,273 Shares at an issue price of $1.10 per Share to Ms Yasmin Broughton (or her nominee/s), on the terms and conditions detailed in the Explanatory Memorandum."

Resolution 6 - Approval of Issue of Shares to Non-Executive Director, Ms Sabina Shugg

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 27,273 Shares at an issue price of $1.10 per Share to Ms Sabina Shugg (or her nominee/s), on the terms and conditions detailed in the Explanatory Memorandum."

Resolution 7 - Approval of Issue of Shares for Royalty

To consider and if thought fit, to pass, with or without amendment, the following Resolution as an ordinary Resolution:

"That, for the purposes of Listing Rules 7.1 and for all other purposes, Shareholders approve the issue of up to 15,750,000 Shares to Taurus Mining Finance Fund L.P. (or its nominee/s), on the terms and conditions detailed in the Explanatory Memorandum."

VOTING EXCLUSIONS

Resolution 1 - Ratification of Issue of Tranche 1 Placement Shares

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the Tranche 1 Placement or any of their associates.

However, the Company will not disregard a vote in favour of Resolution 1 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;

(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

Resolution 2 - Approval of Issue of Major Shareholder Placement Shares

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of ICM Limited (or its nominee/s) or any of their associates.

However, the Company will not disregard a vote in favour of Resolution 2 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;

(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

Resolutions 3-6 - Approval of Issue of Shares to Martin Botha, John Welborn, Yasmin Broughton and Sabina Shugg (respectively)

The Company will disregard any votes cast:

(a) in favour of Resolution 3, by or on behalf of:

(b) in favour of Resolution 4, by or on behalf of:

(c) in favour of Resolution 5, by or on behalf of:

(d) in favour of Resolution 6, by or on behalf of:

However, the Company will not disregard a vote in favour of Resolutions 3-6 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;

(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

Resolution 7 - Approval of Issue of Shares for Royalty

The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Taurus Mining Finance Fund L.P. (or its nominee/s) or any of their associates.

However, the Company will not disregard a vote in favour of Resolution 7 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in this way;

(b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

VOTING IN PERSON

A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the enclosed Proxy Form to the Meeting to assist in registering your attendance and the number of votes.

Holders of Depositary Interests (DI Holders) may attend the Meeting but will not be permitted to vote at the Meeting. In order for their votes to be counted, DI Holders must submit their CREST Voting Instruction to the Company's agent by the required cut-off time set out below. Alternatively, DI Holders can vote using the enclosed Form of Instruction as per the instructions set out below.

'Snap-shot' Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a 'snap-shot' of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Directors have determined that all Shares on issue at 3.00pm (AWST) on Tuesday, 25 February 2020 will, for the purposes of determining voting entitlements at this extraordinary general meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

VOTING BY PROXY

Australia (Proxy form)

If you do not wish to or cannot attend the Meeting, you may appoint a proxy to attend and vote on your behalf. A Shareholder, who may be an individual or a body corporate, who is entitled to attend and vote at the Meeting is entitled to appoint a proxy which may be a body corporate or an individual. A proxy need not be a Shareholder.

A body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy. If a representative of a corporate proxy is to attend the Meeting, you must ensure that the appointment of the representative is in accordance with section 250D of the Corporations Act. The corporate representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed. A form of the certificate may be obtained from the Company's share registry.

A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the total votes. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company's share registry or you may copy the enclosed Proxy Form. To appoint a second proxy, you must follow the instructions on the Proxy Form.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy and Shareholders and their proxies should be aware of these provisions which generally provide that:

(a) if proxy holders vote, they must cast all directed proxies as directed; and

(b) any directed proxies which are not voted will automatically default to the Chairman, who must vote the proxies as directed.

If the proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on that resolution on a show of hands.

The enclosed Proxy Form provides further details on voting entitlement, appointing proxies and lodging proxy forms. To vote by proxy, please complete, sign and return the enclosed Proxy Form. In order for it to be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at one of the addresses given below by 3.00pm (AWST) on Tuesday, 25 February 2020. Any proxy form received after that time will not be valid for the Meeting.

United Kingdom (CREST Voting Instruction)

Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual.

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) by no later than 3.00pm (GMT) on Monday, 24 February 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the DI Holder concerned to take (or, if the DI Holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this regard, DI Holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

United Kingdom (Form of Instruction)

Alternatively, DI Holders can vote by completing, signing and returning the enclosed Form of Instruction to the Company's agent (Computershare Investor Services PLC) no later than 3.00pm (GMT) on Monday, 24 February 2020.

BY ORDER OF THE BOARD

[ELECTRONICALLY SIGNED]

_______________________

Amber Stanton

Company Secretary

Dated: 24 January 2020

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the extraordinary general meeting to be held at 3.00pm (AWST) on 27 February 2020 at Level 2, Australia Place, 15-17 William Street, Perth, Western Australia.

The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution the subject of this extraordinary general meeting.

On 21 January 2020 the Company announced the Equity Raising which comprises:

(a) a fully underwritten institutional placement to raise approximately $146 million (before costs) from the issue of 132,733,185 Shares (Tranche 1 Placement Shares) issued at the Issue Price of $1.10 per Share (Tranche 1 Placement);

(b) a second tranche placement (Tranche 2 Placement) comprising of:

(c) a share purchase plan offered to Shareholders residing in Australia and New Zealand to raise up to $25 million (SPP).

The Issue Price represents a:

(a) 6.4% discount to the closing price of Shares on Monday, 20 January 2020 (being the trading day immediately prior to announcement of the Equity Raising) of $1.175; and

(b) a 7.0% discount to the Company's 5-day VWAP to Monday, 20 January 2020 of $1.183.

The Company intends to use the proceeds from the Placement for the following purposes:

(a) to repay the US$130 million acquisition finance facility which was provided by Taurus Funds Management Pty Limited as part of Resolute's acquisition of Toro Gold Limited (announced on the ASX in July 2019); and

(b) to strengthen the Company's balance sheet as part of the Company's broader refinancing activities,

(Placement Uses).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity without the requirement to obtain Shareholder Approval. While the Company has no present intention to issue additional Shares (other than upon the vesting and exercise of existing performance rights), the Company considers it necessary to retain the maximum flexibility to do so, should this become necessary or desirable. The requirement to obtain Shareholder approval for a future issue pursuant to Listing Rule 7.1 could limit the Company's ability to take advantage of opportunities that may arise.

Resolution 1 is an ordinary resolution.

Specific Information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.4:

(a) the Tranche 1 Placement Shares will be issued to institutional investors. None of the participants in the Tranche 1 Placement will be Directors, associates of Directors or related parties of the Company;

(b) a total of 132,733,185 Tranche 1 Placement Shares will be issued by the Company on Thursday, 30 January 2020, at an issue price of $1.10 per Share, raising approximately $146 million (before costs);

(c) the Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and will rank equally with all other fully paid ordinary share on issue (from their date of issue);

(d) the funds raised from the issue of the Tranche 1 Placement Shares will be used for the Placement Uses; and

(e) a voting exclusion statement is included in the Notice for Resolution 1.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 1.

Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

The Company's largest shareholder is ICM Limited (ICM). ICM supported the Equity Raising via the execution of a placement agreement whereby ICM committed to subscribe for 22,327,272 Shares in the Tranche 2 Placement (subject to shareholder approval). ICM's commitment to the Tranche 2 Placement provided price support and underwriter confidence for the Tranche 1 Placement. ICM did not participate in the Tranche 1 Placement and is accepting additional risk by participation in Tranche 2. ICM's participation in Tranche 2 Placement will allow ICM to maintain its approximate pro rata shareholding in the Company.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Company to issue the Major Shareholder Placement Shares within the month following the Meeting without using the Company's 15% annual placement capacity.

Resolution 2 is an ordinary resolution.

Specific Information required by Listing Rule 7.1

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the Major Shareholder Placement Shares will be issued to ICM Limited (or its nominee/s);

(b) a total of 22,327,272 Major Shareholder Placement Shares will be issued by the Company, at an issue price of $1.10 per Share, raising approximately $24,560,000 million;

(c) the Major Shareholder Placement Shares are fully paid ordinary shares in the capital of the Company and will rank equally with all other fully paid ordinary share on issue (from their date of issue);

(d) it is proposed that, if Shareholders approve the applicable Resolution, the Major Shareholder Placement Shares will be issued as soon as practicable after the date of the Meeting and, in any event, no later than three months after the date of the Meeting;

(e) the Company intends to use the funds raised from the issue of the Major Shareholder Placement Shares for the Placement Uses; and

(f) a voting exclusion statement is included in the Notice for Resolution 2.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 2.

Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

Resolutions 3-6 seek Shareholder approval for the purposes of Listing Rule 10.11 and for all other purposes, to issue the Director Placement Shares as follows:

(a) Resolution 3 - up to 45,455 Shares to Martin Botha (or his nominee/s);

(b) Resolution 4 - up to 300,000 Shares to John Welborn (or his nominee/s);

(c) Resolution 5 - up to 27,273 Shares to Yasmin Broughton (or her nominee/s); and

(d) Resolution 6 - up to 27,273 Shares to Sabina Shugg (or her nominee/s),

in each case at an issue price of $1.10 per Share (the same as the Issue Price under the Equity Raising), to raise an aggregate amount of approximately $440,000.

The reason for seeking the approval of Shareholders contemplated by Resolutions 3-6 is to enable the Directors to demonstrate their support for the Company and to do so by participating in an issue of Shares at the same issue price and on the same terms as the Placement. Non-Executive Directors, Mr Potts and Mr Sullivan, intend to participate in the SPP and therefore are not participating in the Director Placement.

In accordance with Listing Rule 10.11, the Company must not issue securities to a related party of the Company unless it obtains Shareholder approval.

Martin Botha, John Welborn, Yasmin Broughton and Sabina Shugg are related parties of the Company as they are Directors.

In accordance with Listing Rule 7.2 (Exception 14), if approval for the issue of the Director Placement Shares is given under Listing Rule 10.11, separate approval is not required under Listing Rule 7.1.

Specific Information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11:

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolutions 3-6.

Directors' recommendation

Martin Botha, John Welborn, Yasmin Broughton and Sabina Shugg (to whom the Director Placement Shares will, if approved by Shareholders, be issued) abstain from making a recommendation in respect of any of Resolutions 3-6 on the basis of their interest in the outcome of Resolutions 3-6.

The remaining Directors recommend that Shareholders vote in favour of Resolutions 3-6.

As part of the original project financing provided by Taurus Funds Management Pty Limited (Taurus) to fund the construction of the Mako Gold Mine (Mako), royalties were established in favour of investment funds associated with Taurus (Royalty Holders) with an aggregated rate of 1.1%, in respect of all proceeds received for the sale of all gold mined, extracted and removed from Mako (Royalty). The Royalty is payable to Royalty Holders in respect of the first 1.4 million ounces of gold derived from Mako.

The Royalty is currently secured over Mako and all related assets, including the shares the companies within the company structure that own Mako. Pursuant to the Royalty agreements, each Royalty Holder may terminate its Royalty if a "Change of Control" occurs. Because of that provision, the Company's acquisition of 90% of the issued shares in Toro Gold Limited (Toro) would have triggered a Change of Control under each Royalty agreement and, therefore, have given each Royalty Holder the right to terminate its Royalty agreement.

On termination, each Royalty Holder is entitled to claim a termination amount equal to the anticipated value of the Royalty. That anticipated value is determined in accordance with a specific formula, which essentially calculates the value of future gold production (up to 1.4 million ounces) multiplied by the royalty rate multiplied by a spot gold price reference.

To avoid termination of the Royalty being triggered by the Toro acquisition in July 2019, Resolute agreed with each Royalty Holder that the election to terminate the Royalty be deferred to align with the ultimate refinancing of the amounts outstanding under the finance facilities provided by Taurus.

Resolute has now negotiated the opportunity to acquire the Royalty from the Royalty Holders for the agreed termination sum of US$12 million to be paid to Taurus Mining Finance Fund L.P. or its nominee/s (TMFF). The Royalty Holders may elect to have the purchase price paid either in cash, or subject to Shareholder approval of Resolution 7, by the issue of 15,750,000 Shares to TMFF at an issue price of $1.10 per Share, being the same Issue Price as the Company's Equity Raising the subject of Resolutions 1-6.

Subject to the agreement between the parties, the Royalty Holders are required to elect whether they receive consideration in either cash or Resolute shares within 5 business days of the repayment of all amounts outstanding under any of the facilities provided by Taurus relating to Mako. Repayment of all amounts outstanding to Taurus relating to Mako is expected to occur during the March 2020 quarter.

As described above, the Royalty is currently secured over Mako and all related assets. As part of the agreement to acquire the Royalty, the Royalty Holders have agreed that the Royalty security will be released. The release of that security will significantly simplify any future secured or unsecured financing relating to the Group, which will provide more flexible funding opportunities to the Group.

The Company has negotiated the acquisition of the Royalty with the commercial objective of providing further value to shareholders - namely, by removing the Royalty security and taking back the potential future value embedded in the Royalty.

If Resolution 7 is not approved by Shareholders, the Royalty will be eradicated by the payment of US$12 million to the Royalty Holders in cash.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 7 will be to allow the Company to issue Shares to TMFF within the month following the Meeting without using the Company's 15% annual placement capacity.

Resolution 7 is an ordinary resolution.

Specific Information required by Listing Rule 7.1

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(a) the Shares will be issued to Taurus Mining Finance Fund L.P. (or its nominee/s);

(b) a total of 15,750,000 Shares will be issued by the Company;

(c) the Shares are fully paid ordinary shares in the capital of the Company and will rank equally with all other fully paid ordinary share on issue (from their date of issue); and

(d) it is proposed that, if Shareholders approve the Resolution 7, the Shares will be issued no later than three months after the date of the Meeting;

(e) the shares will be issued for nil cash consideration;

(f) no funds will be raised by the Company as the Shares issued to Taurus Mining Finance Fund L.P. (or its nominee/s) will be issued as consideration for the eradication of the Royalty; and

(g) a voting exclusion statement is included in the Notice for Resolution 7.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 7.

Directors' recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7.

SCHEDULE - DEFINITIONS

In the Notice (which includes the Explanatory Memorandum), words importing the singular include the plural and vice versa.

$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting or any part of the Meeting.

Company or Resolute means Resolute Mining Limited ABN 39 097 088 689.

Corporations Act means Corporations Act 2001 (Cth).

CREST means the electronic settlement system for UK and Irish securities operated by Euroclear.

Depository Interest or DI is a security which represents an underlying interest in an existing security registered with another exchange. In the case of Resolute, each Resolute DI will represent an interest in a Resolute share currently tradable on the ASX. For further information, refer to Resolute's ASX Announcement titled "LSE Dual Listing and Depositary Interest Information" dated 17 June 2019.

Director means a director of the Company.

Director Placement has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Director Placement Shares has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Equity Raising means the Tranche 1 Placement, the Tranche 2 Placement and the SPP.

Euroclear means Euroclear UK & Ireland Limited (Company number 02878738). 

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

GMT means Greenwich Mean Time.

Listing Rules means the listing rules of the ASX.

Major Shareholder Placement Shares has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting which is comprised of the notice, agenda, Explanatory Memorandum and Proxy Form.

Placement Uses has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Proxy Form means the proxy form attached to the Notice.

Resolutions means the resolutions contained in the Notice.

Royalty  has the meaning given in the Explanatory Memorandum to Resolution 7.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

SPP has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Tranche 1 Placement has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Tranche 1 Placement Shares has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

Tranche 2 Placement has the meaning given in the Explanatory Memorandum under the heading "Background to Resolutions 1-6".

VWAP means the volume weighted average price of Shares for a specific number of ASX trading days.