NOTICE OF ANNUAL GENERAL MEETING‌

Notice is hereby given that the annual general meeting of the shareholders of Resolute Mining Limited (the 'Company') will be held at 3.00 p.m. (WST) on Tuesday, 24 November 2015 at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia.

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

Terms and abbreviations used in the Notice and the Explanatory Memorandum are defined in Schedule 1.

BUSINESS

Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2015, which includes the Financial Report and Directors' Report in relation to that financial year and the Auditor's Report.

Resolution 1 - Adoption of Remuneration Report

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

'That the Remuneration Report is adopted on the terms and conditions in the Explanatory Memorandum.'

Resolution 2 - Election of Mr John Paul Welborn as Director

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

'That Mr John Paul Welborn, having been recommended by the Board in accordance with Clause 3.5(b) of the Constitution and having consented to such nomination and being eligible, is hereby elected as a Director of the Company.'

Resolution 3 - Election of Mr Peter Ross Sullivan as Director

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

'That in accordance with article 3.5 of the Constitution and for all other purposes, Mr Peter Ross Sullivan is elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 - Election of Mr Henry Thomas Stuart Price as Director

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

'That in accordance with article 3.5 of the Constitution and for all other purposes, Mr Henry Thomas Stuart Price is elected as a Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 5 - Issue of Performance Rights to Mr John Welborn

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

'That in accordance with Listing Rule 10.11, Chapter 2D of the Corporations Act and for all other purposes, Shareholders approve the issue of 1,515,000 Performance Rights to Mr John Welborn (and/or his nominee) under the Performance Rights Plan on the terms and conditions in the Explanatory Memorandum.'

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

Resolution 1 - Adoption of Remuneration Report

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

1. a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

   
   

2. a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:

1. the person is appointed as proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

   
   

2. the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on Resolution 1, but expressly authorises the Chairman to exercise the proxy even if the Resolution 1 is connected with the remuneration of a member of the Key Management Personnel.

Resolute Mining's Remuneration Report is set out on pages 46 to 57 of the Annual Report.

Resolution 5 - Issue of Performance Rights to Mr John Welborn

The Company will disregard any votes cast on this Resolution by Mr Welborn and any of his associates.

The Company will not disregard a vote if:

(a) it is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(a) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

A vote may be cast by such person that is not otherwise excluded from voting if:

(a) the person is appointed as a proxy which specifies how the proxy is to vote; or

(a) the person appointed as proxy is the Chairman and the appointment does not specify how the Chairman is to vote but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

PROXIES

Please note that:

1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

   
   

2. a proxy need not be a member of the Company; and

   
   

3. a member of the Company 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 votes.

Proxy forms must be received by the Company no later than 3:00 p.m. (WST) on Sunday 22 November 2015, being at least 48 hours before the meeting. The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

'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 9am (WST) on Monday, 23 November 2015 shall, for the purposes of determining voting entitlements at the Annual 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.

BY ORDER OF THE BOARD

G. W. Fitzgerald Company Secretary Dated: 21 October 2015

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 3.00pm (WST) on Tuesday, 24 November 2015 at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia.

Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2015. A copy of the Annual Report can be obtained on the Company's website at www.rml.com.au or by contacting the Company on telephone number: +61 8 9261 6100.

Shareholders will be offered the following opportunities:

1. to discuss the Annual Report for the financial year ended 30 June 2015;

2. to ask questions or make comment on the management of the Company; and

3. to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

1. the preparation and content of the Auditor's Report;

2. the conduct of the audit;

3. accounting policies adopted by the Company in relation to the preparation of the financial statements; and

4. the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company's registered office.

Resolution 1 - Adoption of Remuneration Report

The Board continues to focus on the Company's remuneration framework, reflecting on past feedback and the current strategic direction of the business to determine how remuneration can best support the future needs of the Company.

Remuneration framework

In 2012, a comprehensive remuneration framework review of the Company's remuneration practices was undertaken, and as part of this process, PricewaterhouseCoopers Australia was commissioned by the Board to design and implement a new remuneration framework in line with current market practices for the Company's size and stature.

As such, the components of total annual remuneration for senior executives include fixed remuneration (comprised of base salary, superannuation and non-monetary benefits), short-term