Artemis Gold Inc. — Proxy Solicitation & Information Statement 2020

Jul 15, 2020

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that a special meeting (the " Meeting ") of the shareholders of ARTEMIS GOLD INC. (the " Company ") will be held at 555 Burrard Street, Suite 1165, Vancouver, BC V7X 1M8 in Vancouver, British Columbia on August 11, 2020 at 11:30 a.m. (Vancouver time) for the following purposes:

• A. to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution to approve the issuance of common shares of the Company Shares issued by the Company to certain related parties of the Company pursuant to a financing to fund the acquisition by the Company of the Blackwater Gold-Silver Project, excluding the votes attached to Shares owned or controlled by such related parties and their joint actors, pursuant to the requirements of the TSX Venture Exchange and applicable securities laws; and

• B. to transact any other business that may properly come before the Meeting and any postponement(s) or adjournment(s) thereof.

Why is this Shareholder Approval Required?

Pursuant to the policies of the TSX Venture Exchange and applicable securities laws, the participation by related parties of the Company in the financing is subject to approval by the shareholders of the Company, excluding the votes attached to Shares owned or controlled by the related parties and their joint actors.

What is the Effect of Approving this Resolution on Related Party Ownership of the Company?

Approval of this resolution will permit insiders of the Company to participate in the financing on the same terms as non-related parties. Approval of the resolution will NOT result in management and directors of the Company owning a higher percentage of the Shares of the Company than they currently own. In fact, following the completion of the financing and the acquisition of the Blackwater Gold-Silver Project, insiders of the Company will own a slightly lower percentage of the Shares compared to their current ownership level.

What will be the Effect on the Company if the Resolution is Not Approved?

If the resolution set out above is not approved by the shareholders of the Company at the Meeting, the Company will receive approximately $55 million less in proceeds from the financing than it will receive if the shareholder approval is obtained. This shortfall would have an adverse effect on the Company and would negatively impact its ability to make the second payment required in connection with the acquisition of the Blackwater Gold-Silver Project. Due to the shortfall, the Company would be undercapitalized and would not be able to advance its mineral projects without additional funding. There can be no guarantee that additional funding could be obtained on terms that are acceptable to the Company or at all.

- The Company intends to hold the Meeting in person; however, due to the COVID 19 pandemic, to mitigate risk to the health and safety of our communities, shareholders and employees, the Company requests that

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shareholders not attend the Meeting in person. The Company encourages shareholders to instead vote their Shares in advance of the Meeting via mail, telephone or online.

If any shareholder does wish to attend the Meeting in person, please contact (604) 558-1107 or info@artemisgoldinc.com in order for arrangements to be made that comply with all recommendations, regulations and orders related to the COVID-19 pandemic. No shareholder who is experiencing any symptoms of COVID-19, including fever, cough or difficulty breathing will be permitted to attend the Meeting in person.

The Company may take additional precautionary measures in relation to the Meeting as necessary in response to further developments related to the COVID-19 pandemic and shall comply with all applicable health and safety recommendations, regulations and orders related thereto. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means.

The directors have fixed 5:00 p.m. (Vancouver time), being the close of business, on July 7, 2020 as the record date for determining shareholders who are entitled to receive notice of the Meeting and are entitled to vote at the Meeting or any postponement(s) or adjournment(s) thereof.

Accompanying this Notice is the Information Circular and a form of proxy or voting instruction form. The accompanying Information Circular provides information relating to the matters to be addressed at the Meeting and is incorporated into and forms part of this Notice.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her stead. Please read the notes accompanying the form of proxy enclosed herewith and then complete and return the proxy within the time set out in the notes. The enclosed form of proxy is solicited by management but, as set out in the notes, you may amend it if you so desire by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 7th day of July 2020.

BY ORDER OF THE BOARD OF DIRECTORS

Steven Dean

Steven Dean Chairman and Chief Executive Officer