NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

17 November 2022

Retail Entitlement Offer Open for Acceptance

Resolute Mining Limited (ASX/LSE: RSG, Resolute or the Company) refers to its announcement of Wednesday, 10 November 2022, where the Company announced it was undertaking a 1 for 1.11 partially underwritten non-renounceable pro-rata retail entitlement offer of new fully paid ordinary shares (New Shares) to eligible existing shareholders to raise approximately A$104 million (of which A$68 million is underwritten) at a fixed offer price of A$0.16 per New Share (Offer Price) (Entitlement Offer).

The retail component of the Entitlement Offer opened today Thursday, 17 November 2022 and will close at 7.00 pm (Sydney time) on Monday, 5 December 2022 (unless extended).

Only eligible retail shareholders of the Company with a registered address in Australia, New Zealand or Bermuda as at 7:00 pm (Sydney time) on 14 November 2022 (Record Date), (Eligible Retail Shareholders) will be invited to participate in the Retail Entitlement Offer at the Offer Price.

Further information (including eligibility criteria) will be provided to Eligible Retail Shareholders in the booklet (Retail Offer Booklet), a copy of which was released to ASX earlier today.

Resolute confirms that the following documents will be sent to Resolute shareholders today:

a)   For Eligible Retail Shareholders who have nominated to receive documents from the Company by electronic means, an email providing access to the Retail Offer Booklet and personalised entitlement form by such electronic means.

b)   For all other Eligible Retail Shareholders, a letter via post notifying them of the Retail Entitlement Offer and providing instructions on how to access and participate in the Retail Entitlement Offer.

c)   For ineligible retail shareholders, a letter notifying them of the Retail Entitlement Offer and their inability to participate in the Retail Entitlement Offer.

The Retail Entitlement Offer includes an oversubscription facility under which Eligible Retail Shareholders who take up all of their entitlement (and who are not a related party of Resolute) may apply for up to 50% of their entitlement in addition to their entitlement as additional New Shares (subject to scale back).

Eligible Retail Shareholders should carefully read the Retail Offer Booklet when deciding whether to participate in the Retail Entitlement Offer. The Retail Offer Booklet and personalised entitlement form will contain instructions on how to apply for the Retail Entitlement Offer. Acceptances and payments under the Retail Entitlement Offer must be received by no later than 7.00 pm (Sydney time) on Monday, 5 December 2022 (unless the Retail Entitlement Offer is extended).

Additional Information

Further information concerning the Equity Raising is contained in the Resolute Investor Presentation released to the ASX and LSE on 10 November 2022 which is available on the ASX website. Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should seek appropriate professional advice before making any investment decision. Shareholders should note the subsequent changes to the underwritten amount of the Offer and the use of proceeds as described in this announcement.

Disclaimer

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction. The entitlements and New Shares referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 (US Securities Act) or the securities laws of any state or other jurisdiction of the United States, and the entitlements may not be taken up by, and the New Shares may not be offered or sold to, any person in the United States except under an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Offer under the US Securities Act or to conduct a public offering in the United States.

The release, publication, or distribution of this announcement (including in electronic copy) outside Australia may be restricted by law. If you come into possession of this announcement, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

General

In addition, this announcement is subject to the same "Important Notice and Disclaimer" as appears on slides 2 to 7 of the Investor Presentation with any necessary contextual changes.

About Resolute

Resolute Mining (ASX/LSE: RSG) is an African gold miner, developer and explorer with more than 30 years of experience across Australia and Africa. To date, the company has produced over nine million ounces of gold. It currently operates the Syama Gold Mine in Mali and the Mako Gold Mine in Senegal. Resolute's gold production and cost guidance for FY2022 is 345,000oz at an All-In Sustaining Cost of $1,425/oz.

Through all its activities, sustainability is the core value at Resolute. This means that protecting the environment, providing a safe and productive working environment for employees, uplifting host communities, and practising good corporate governance are non-negotiable priorities. Resolute's commitment to sustainability and good corporate citizenship has been cemented through its adoption of and adherence to the Responsible Gold Mining Principles (RGMPs). This framework, which sets out clear expectations for consumers, investors, and the gold supply chain as to what constitutes responsible gold mining, is an initiative of the World Gold Council of which Resolute has been a member since 2017. The Company is on track to reach full compliance with the RGMPs in 2023.

Contact

Authorised by Mr Terry Holohan, Managing Director and Chief Executive Officer