Appendix 3B, 3Y & Section 708A(5) Cleansing Notice

Companies

Resolute Mining Limited NPV (DI) (RSG)

UK 100

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DETAILS OF THE ISSUE OF SECURITIES
Class of securities:	Ordinary Shares
ASX Code of the securities:	RSG
Date of the issue of securities:	6 September 2019
Total number of securities issued:	759,154

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	Performance Rights Converted to Ordinary Shares: 759,154 Performance Rights Lapsed: (2,119,689)

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	759,154 ordinary shares issued to employees in accordance with the vesting outcomes of Performance Rights for no cash consideration.

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	759,154 ordinary shares issued to employees in accordance with the vesting outcomes of Performance Rights.

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.	6 September 2019

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	901,647,384	Ordinary Shares


		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	1,000,000 1,944,924 983,592 2,183,681	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

Appendix 3B, 3Y & Section 708A(5) Cleansing Notice

Contact Information

About Resolute

Companies

UK 100

Latest directors dealings

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

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)

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	757,512,088
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	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. 14 August 2019 - 12,336,379 ordinary shares issued as part of the consideration payable in relation to the acquisition of Toro Gold Limited as part of Second 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. 6 September 2019 - 759,154 ordinary shares issued to employees in accordance with the vesting outcomes of Performance Rights.
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"	899,264,884

Step 2: Calculate 15% of "A"
"B"	0.15
Multiply "A" by 0.15	134,889,732
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	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"	2,382,500
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	134,889,732
Subtract "C" Note: number must be same as shown in Step 3	2,382,500
Total ["A" x 0.15] - "C"	132,507,232 [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

Name of Director	Mr John Paul Welborn
Date of last notice	7 June 2019

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	3 - 6 September 2019
No. of securities held prior to change	4,550,000 fully paid ordinary shares 564,000 Performance Rights vesting 30 June 2019 600,000 Performance Rights vesting 30 June 2019 1,000,000 Performance Rights vesting 30 June 2020 587,500 Performance Rights vesting 30 June 2020 277,559 Performance Rights vesting 30 June 2021 698,690 Performance Rights vesting 30 June 2022
Class	Fully Paid Ordinary Shares Performance Rights
Number acquired	341,000 ordinary shares
Number disposed	564,000 Performance Rights vesting 30 June 2019 600,000 Performance Rights vesting 30 June 2019 1,891,000 Fully Paid Ordinary Shares
Value/Consideration 1. Note: If consideration is non-cash, provide details and estimated valuation 2.	Average price of $1.62
No. of securities held after change	3,000,000 fully paid ordinary shares 1,000,000 Performance Rights vesting 30 June 2020 587,500 Performance Rights vesting 30 June 2020 277,559 Performance Rights vesting 30 June 2021 698,690 Performance Rights vesting 30 June 2022
Nature of change 3. Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Vesting of Performance Rights Cancellation of Performance Rights On-Market Trades

Detail of contract	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration 4. Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Welborn
2	Reason for the notification
a)	Position/status	CEO/PDMR
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Resolute Mining Limited
b)	LEI	254900MP8JONT590XY28
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value ("Shares") AU000000RSG6
b)	Nature of the transaction	Issue of Shares pursuant to the 2017 Resolute Mining Limited Equity Incentive Plan following vesting on 6 September 2019.
c)	Price(s) and volume(s)	Nil 341,000
d)	Aggregated information	N/A single transaction
e)	Date of transaction	6 September 2019
f)	Place of transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Lee-Anne de Bruin
2	Reason for the notification
a)	Position/status	CFO/PDMR
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Resolute Mining Limited
b)	LEI	254900MP8JONT590XY28
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value ("Shares") AU000000RSG6
b)	Nature of the transaction	Issue of Shares pursuant to the 2017 Resolute Mining Limited Equity Incentive Plan following vesting on 6 September 2019.
c)	Price(s) and volume(s)	Nil 52,000
d)	Aggregated information	N/A single transaction
e)	Date of transaction	6 September 2019
f)	Place of transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	David Kelly
2	Reason for the notification
a)	Position/status	Acting COO/PDMR
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Resolute Mining Limited
b)	LEI	254900MP8JONT590XY28
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of no par value ("Shares") AU000000RSG6
b)	Nature of the transaction	Issue of Shares pursuant to the 2017 Resolute Mining Limited Equity Incentive Plan following vesting on 6 September 2019.
c)	Price(s) and volume(s)	Nil 61,406
d)	Aggregated information	N/A single transaction
e)	Date of transaction	6 September 2019
f)	Place of transaction	Outside a trading venue