Artemis Resources Limited — AGM Information 2008

Oct 23, 2008

ARTEMIS RESOURCES LIMITED A B N 8 0 1 0 7 0 5 1 7 4 9

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Level 4, 673 Murray Street West Perth WA 6005 on Tuesday 25 November 2008 at 10:00 am (WDT).

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

ARTEMIS RESOURCES LIMITED A B N 8 0 1 0 7 0 5 1 7 4 9

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Artemis Resources Limited ( Company ) will be held at Level 4, 673 Murray Street West Perth 6005 on Tuesday 25 November 2008 at 10:00 am (WDT ) ( Annual General Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Annual General Meeting and forms part of this Notice.

Terms and abbreviations used in this Notice are defined in Schedule 1.

AGENDA

___________

Financial Report

To receive and consider the financial report of the Company for the year ended 30 June 2008 together with the Directors' report in relation to that financial year and the auditor's report for the financial report.

1. Resolution 1 - Ratify Issue of Shares to Trendfield Holdings Limited

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, the Shareholders ratify the issue and allotment of 1,000,000 Shares to Trendfield Holdings Limited on the date and on the terms and conditions set out in the Explanatory Memorandum."

2. Resolution 2 - Approval of Employee Option Plan

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and all other purposes, approval is given for the establishment of the Employee Option Plan on the terms and conditions summarised in the Explanatory Memorandum and the issue and allotment of options from time to time under the Plan as an exception to ASX Listing Rule 7.1."

3. Resolution 3 - Approval of Issue of Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company is authorised to issue and allot 10,000,000 Shares to the persons, for the purposes, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

4. Resolution 4 - Adoption of Remuneration Report (Non-binding vote)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report.”

Short Explanation : The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on Resolution 4 is advisory only and does not bind the Directors or the Company.

5. Resolution 5 – Re-election of Director- Barry Woodhouse

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That Mr Barry Woodhouse, who retires by rotation in accordance with the Constitution, and being eligible for re-election, is re-elected as a Director.”

6. Resolution 6 - Approval of Issue of Options to Mr Sevag Chalabian

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and all other purposes, the Company is authorised to issue and allot 1,000,000 Options to Mr Sevag Chalabian (and/or his nominee(s)) who is a Director, for the purposes, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

7. Resolution 7 - Approval of Issue of Options to Mr Barry Woodhouse

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and all other purposes, the Company is authorised to issue and allot 500,000 Options to Mr Barry Woodhouse (and/or his nominee(s)) who is a Director, for the purposes, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

8. Resolution 8 - Approval of Issue of Options to Mr John Miles

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and all other purposes, the Company is authorised to issue and allot 500,000 Options to Mr John Miles (and/or his nominee(s)) who is a Director, for the purposes, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

9. Resolution 9 - Approve Issue of Options to consultants

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company is authorised to issue and allot 5,000,000 Options to consultants of the Company for the purposes, on the terms and conditions and in the manner set out in the Explanatory Memorandum."

VOTING EXCLUSION STATEMENTS

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions by the following persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
1 - Ratify Issue of Shares to Trendfield Holdings Limited	• Trendfield Holdings Limited; and • Any of its associates.
2 - Approval of Employee Option Plan	• Any Director (except a Director who is ineligible to participate in the Employee Option Plan); and • Any of their associates.
3 - Approval of Issue of Shares	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.
6- Issue of options – Mr Sevag Chalabian	• Mr Sevag Chalabian; and • Any of his associates.
7- Issue of options – Mr Barry Woodhouse	• Mr Barry Woodhouse; and • Any of his associates.
8 - Issue of options – Mr John Miles	• Mr John Miles; and • Any of his associates.
9 – Issue of Options to Consultants	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any of their respective associates.

However, the Company need not disregard a vote if:

• (a) It is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment form; or

• (b) 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.

NOTES

The Directors have determined that all the Shares that are quoted on the ASX at 10:00am WDT on 23 November 2008 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. The entitlement of Shareholders to vote at the Annual General Meeting will be determined by reference to that time.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) 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 the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

BY ORDER OF THE BOARD OF DIRECTORS

Barry Woodhouse Director and Company Secretary Artemis Resources Limited Dated: 20 October 2008

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business specified to be conducted at the Annual General Meeting to be held at Level 4, 673 Murray Street West Perth 6005 on Tuesday 25 November 2008 at 10:00 am (WDT).

The purpose of this Explanatory Memorandum is to provide information that is material to Shareholders in relation to the Resolutions set out in the Notice of Annual General Meeting. The Explanatory Memorandum explains the Resolutions and identifies the reasons for putting them to Shareholders.

The Directors recommend that Shareholders read in full this Explanatory Memorandum in conjunction with the accompanying Notice of which this Explanatory Memorandum forms a part.

1. Accounts and Reports

As required under section 317 of the Corporations Act, the annual financial report (which includes the financial statements and the Directors' declarations) for the year ended 30 June 2008 will be laid before the Annual General Meeting.

Shareholders will be given the opportunity to ask questions and make comments about the reports of the Company generally but there will be no formal resolution submitted to the Meeting.

2. Resolution 1 - Ratify Issue of Shares to Trendfield Holdings Limited

2.1 Background

As announced to the ASX on 4 September 2007, the Company entered into a joint venture agreement with Trendfield Holdings Limited to acquire two highly prospective uranium tenements in the West African nation of Niger ( Niger JV Agreement ). On 5 February 2008 the Company announced that two licences subject to the Niger JV Agreement had been granted, resulting in the completion of stage 1 of the Niger JV Agreement.

As all conditions precedent to the Niger JV Agreement had been satisfied, the Company issued 1,000,000 Shares to Trendfield Holdings Limited as part of the consideration for the Niger JV Agreement. Under Resolution 1 the Company seeks Shareholder approval to ratify the issue and allotment of these 1,000,000 Shares.

This is to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of equity securities in the next 12 months and restore the Company's ability to issue equity securities without shareholder approval within the 15% annual limit under that ASX Listing Rule, to the extent of the 1,000,000 Shares.

2.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

Whilst the outcome of Resolution 1 will have no effect on the issue of the Shares to Trendfield Holdings Limited, Shareholder approval will restore the Company's ability to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 1,000,000 Shares.

2.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

• (a) A total of 1,000,000 Shares were issued on 2 February 2008.

• (b) The Shares were issued for no cash consideration, as they formed part of the consideration for the Niger JV Agreement. The Shares were issued at the price of $0.25 per share.

• (c) The Shares issued rank equally in all respects with all other ordinary shares in the capital of the Company.

• (d) The Shares were issued to Trendfield Holdings Limited.

• (e) No funds were raised from the issue of the Shares as they were issued as part of the consideration for the Niger JV Agreement.

2.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 1 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

3. Resolution 2: Approval of Employee Option Plan

3.1 Background

Resolution 2 seeks Shareholder approval to establish and maintain an employee option plan ( Plan ). The main purpose of the Plan is to enable the Company to reward its Directors and employees and provide them with an additional incentive to continue their commitment and dedication towards the Company.

If Resolution 2 is passed, the Plan will enable the Company to issue options to Directors and employees and to issue Shares to those Directors and employees if they choose to exercise the options issued under the Plan ( Plan Options ). It should be noted that Resolution 2 does not approve the issue of any Plan

Options to any Director. Plan Options cannot be granted to Directors unless prior approval of Shareholders is obtained in accordance with the ASX Listing Rules.

No Plan Options have been issued as at the date of this Notice.

3.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders. However certain issues are exempt from the restrictions of ASX Listing Rule 7.1 and will be not be counted as reducing the number of equity securities which the company can issue without shareholder approval under the limit imposed by ASX Listing Rule 7.1.

Exempt issues include an issue of securities to persons participating in an employee incentive plan where shareholders have approved the issue of securities under the plan as an exemption from ASX Listing Rule 7.1. Shareholder approval must be given in a general meeting held not more than 3 years before the date of the issue of such securities.

In order to take advantage of the exemption from ASX Listing Rule 7.1 and allow the Company flexibility to issue securities, Shareholders are requested to approve the issue of Plan Options as an exemption from ASX Listing Rule 7.1. This approval will be effective for a period of 3 years from the date of the Meeting.

A summary of the terms of the Plan are set out in Annexure A.

3.3 Directors' Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2 as it enables the Company to reward its Directors and employees and provide them with an additional incentive to continue their commitment and dedication towards the Company.

4. Resolution 3 - Approval of Issue of Shares

4.1 Background

The Company's objective is to exploit existing projects and to acquire and develop other mineral deposits within areas considered to be highly prospective yet under-explored.

Under Resolution 3 the Company seeks Shareholder approval to issue and allot up to 10,000,000 Shares. This will allow the Company the flexibility to issue these Shares as consideration (or part of the consideration) for the acquisition of interests in new mineral resource projects, should opportunities for investment arise.

4.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 10,000,000 Shares. The effect of such approval is that any such Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

4.3

ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) The maximum number of securities to be issued is 10,000,000 Shares.

• (b) The Shares will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Shares will be issued for no cash consideration.

• (d) The names of the allottees of the Shares are currently unknown and will be determined based on the requirements of vendors of any new mineral resource project which the Company decides to invest in, but will not be related parties or their associates.

• (f) The Shares will rank equally with the Company's current issued Shares.

• (h) No funds will be raised from the issue of the Shares, as the Shares will be issued as consideration (or part of the consideration) to acquire investments in new mineral resources projects.

• (i) The Shares will be allotted progressively, as opportunities for investment in new mineral resource projects arise.

4.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 as it will assist the Company to preserve cash resources by issuing Shares as consideration (or part of the consideration) for interests in new mineral resource projects at the same time as allowing greater flexibility to issue further securities.

5. Resolution 4 – Approval of Remuneration Report

Under section 300A of the Corporations Act, the Remuneration Report is a distinct section of the report of the Directors' forming part of the Annual Report and provides details of remuneration of the Directors.

In accordance with Section 250R(2) of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to a vote at a listed company’s Annual General Meeting. The vote on Resolution 4 is advisory only and does not bind the Directors or the Company.

The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:

• a) Board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of directors, secretaries and senior managers of the Company;

• b) discussion of the relationship between such policy and the Company’s performance; and

• c) the prescribed details in relation to the remuneration of each Director and certain executives.

A reasonable opportunity will be provided for Shareholders for discussion of the Remuneration Report at the Annual General Meeting.

The Directors recommend the adoption of the Remuneration Report

6. Resolution 5 – Re-election of Director- Mr Barry Woodhouse

6.1 Background

Pursuant to the Constitution one-third of the Directors shall retire each year at the annual general meeting. A Director who retires as such and who is eligible may offer himself or herself for re-election . Details of Mr Woodhouse’s experience and qualifications can be found in the Annual Report.

6.2 Directors Recommendation

The Directors recommend the re-election of Mr Barry Woodhouse

7. Resolutions 6-8 - Approval of Issue of Options to Directors

7.1 Background

Resolutions 6 to 8 (inclusive) seek the approval of Shareholders to the issue of Options to Mr Sevag Chalabian, Mr Barry Woodhouse and Mr John Miles (and/or their nominee(s)), who are Directors.

Full terms of the Options are set out in Annexure B to this Explanatory Memorandum.

As the Options will be issued for no cash consideration, no cash funds will be raised by the Company from their issue. Any funds received on the exercise of the Options will be used for working capital purposes.

7.2 Corporations Act and ASX Listing Rules

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties of a public company. In particular, section 208 of the Corporations Act prohibits, subject to specified exceptions, a public company from giving a financial benefit to a related party of the public company without prior shareholder approval.

A "financial benefit" is defined in the Corporations Act in broad terms and includes a public company issuing shares, options and other securities, such as the Options.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• (a) obtain the approval of members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months of obtaining the approval.

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities, such as the Options, to a related party of the company.

Each of the Directors is a related party of the Company for the purposes of the Corporations Act and the ASX Listing Rules. Accordingly, Shareholder approval is required under Chapter 2E of the Corporations Act and ASX Listing Rule 10.11 to the issue of Options under each of Resolutions 6 to 8.

In accordance with ASX Listing Rule 7.2 Exception 14, the approval of Shareholders pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Directors if Shareholder approval is obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the Options to the Directors will not be calculated in the 15% calculation for the purposes of ASX Listing Rule 7.1.

7.3 ASX Listing Rule & Corporations Act Disclosure Requirements

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided to members in relation to Resolutions 6 to 8:

The related parties to whom the financial benefit to be given and the nature of the financial benefit are set out in the table below:

Related Party	Relationship	No. Options	Exercise Price	Expiry Date
Mr Sevag Chalabian	Chairman & Non-Executive Director	1,000,000	15 cents	24/11/2011
Mr Barry Woodhouse	Director Non- Executive Director	500,000	15 cents	24/11/2011
Mr John Miles	Non-Executive Director	500,000	15 cents	24/11/2011

The terms and conditions of the Options to be granted to Directors are set out in Annexure B.

Dilution

Resolutions 6 to 8 would have the effect of giving power to the Directors to grant a total of 2,000,000 options. At the date of this Notice, the Company has on issue 77,220,312 Shares and 71,874,002 options exercisable into Shares over various exercise periods and at various exercise prices.

If all of the 2,000,000 Options granted as proposed above are exercised, the effect would be to dilute the shareholding of existing Shareholders by approximately 2.5%.

Directors' interests in Company's issued capital

As at the date of this Notice, the Directors have the following interests in the securities of the Company.

Name	No. Shares	No. Listed Options
Mr Sevag Chalabian	650,814	630,812
Mr Barry Woodhouse	160,000	160,000
Mr John Miles	Nil	Nil

Immediately after the issue of the Options pursuant to Resolutions 6 to 8, the interests of Sevag Chalabian, Barry Woodhouse and John Miles in the issued capital of the Company will be:

Name	No. Shares	No. Listed Options	No. Unlisted Options
Mr Sevag Chalabian	650,814	630,812	1,000,000
Mr Barry Woodhouse	160,000	160,000	500,000
Mr John Miles	Nil	Nil	500,000

Directors' remuneration

The existing remuneration packages of Mr Chalabian, Mr Woodhouse and Mr Miles, prior to the issue of the Options under Resolutions 6 to 8, are as follows:

Name	$ per annum
Mr Sevag Chalabian	$60,000
Mr Barry Woodhouse	$25,000
Mr John Miles	$25,000

Valuation

It is a requirement of ASIC that a dollar value be placed on the options to be issued. ASIC has indicated the Black-Scholes option price calculation method is an acceptable method for valuing options. A value for the Options has been estimated using the Black-Scholes method.

In determining this value, the following assumptions have been made:

• (i) the Share price at the issue dates is assumed to be the closing price of the Shares on 15 October which was A$0.07per Share;

• (ii) the Options are to be exercisable at A$0.15;

• (iii) the Options are expected to mature within 3 years of their date of issue, being at the latest 24 November 2011;

• (iv) price volatility of the Share is approximately 70% based on price movements in the past 6 months; and

• (v) the average current cash interest rate is 7.0% and the three year bond indicator rate used for valuation as at 9 October 2008 is 5.375%.

On this basis, the Options are valued at approximately A$0.03015 per Option. Therefore, the implied "value" of the Options being granted to Directors is as follows:

Related Party	No. Options	Value
Mr Sevag Chalabian	1,000,000	$30,150
Mr Barry Woodhouse	500,000	$15,075
Mr John Miles	500, 000	$15,075

7.4 Reasons for proposed issue of Options to Directors

The primary purpose for the issue of the Options to Mr Chalabian, Mr Woodhouse and Mr Miles is to recognise past achievements, as a form of remuneration and as an incentive to them to maximise Shareholder returns. The number of Options to be issued has been determined by the Directors based on what they consider commercial in light of the circumstances of the Company. The Directors recognise that the issue of securities to non-executive directors is contrary to recommendation 9.3 of the ASX Principles of Good Corporate Governance and Best Practice Recommendations. However, they consider the issue of the Options under Resolutions 6 to 8 to be commercial in the circumstances given the Company's size and stage of development, market practice of other companies in the mineral exploration and development industry and the necessity to attract and retain skilled professionals to the roles whilst maintaining the Company's cash resources.

Potential Benefits

If the Options are issued under Resolutions 6 to 8, it is consider that the following benefits will arise:

• (a) Each of Mr Chalabian, Mr Woodhouse and Mr Miles will have a vested interest in the affairs of the Company and an incentive to ensure the market price of the Shares increases, benefiting all Shareholders.

• (b) The issue of Options is a non-cash form of remuneration, thus conserving liquid funds.

• (c) The Company may raise up to $300,000 if all of the Options proposed to be issued to Directors are exercised.

Potential Cost

The potential cost to the Company of the proposed issue of Options under Resolutions 6 to 8 is that there will be a dilution of the issued capital of the Company.

It is not considered that there are any opportunity costs to the Company or any benefits forgone by the Company in respect of the proposed issue of the Options under Resolutions 6 to 8.

At the date of the Notice of Annual General Meeting there is no other information which is known to the Directors that is reasonably required by Shareholders to make a decision whether or not it is in the Company's best interests to pass Resolutions 6 to 8, other than as set out in this Explanatory Memorandum.

Share trading history.

The price of the Shares quoted on the ASX in the past 12 months has ranged from a low of $0.07 on 13 October 2008 to a high of $0.38 on 3 December 2007 The latest available price of Shares quoted on ASX prior to the date of this Notice of Annual General Meeting on 15 October 2008 was A$0.07.

In accordance with ASX Listing Rule 10.13.3 the Company proposes to issue securities under Resolutions 6 to 8 by no later than one month after the date of the Meeting.

7.5 Directors' Recommendation

As the proposed recipients of securities to be issued under Resolutions 6 to 8 each of Messrs Chalabian, Woodhouse and Miles consider that they have an interest in these Resolutions and therefore makes no recommendation in regard to them.

8. Resolution 9- Approval to Issue of Options to Consultants

8.1 Background

The Company is actively engaged in seeking both direct and indirect investments in mineral resource projects which have the potential to increase Shareholder value. In the current market opportunities to acquire assets may arise and the Company will often need to act quickly to secure those opportunities. The Options for which approval is sought under Resolution 9 will be issued at the discretion of the Board possibly as consideration for acquisitions or as incentives to consultants and advisors for their assistance in securing opportunities for the Company.

Options issued under Resolution 9 will not be issued to related parties of the Company, including Directors and their associates.

Under Resolution 9, the Company seeks Shareholder approval to issue and allot equity securities, being up to 5,000,000 Options. The purpose of this approval is to provide the Company with the flexibility to make additional placements of equity securities and to preserve the Company's cash resources.

8.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 9 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of and 5,000,000 Options described above. The effect of such approval is that any such Options issued within 3 months after the date of the Meeting will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

8.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

• (a) The maximum number of securities to be issued is up to 5,000,000 Options

• (b) The Options will be issued no later than 3 months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The Options will be issued for no cash consideration.

• (d) The names of the current allottees of the Options are currently unknown and will be chosen at the discretion of the Directors, but will not be related parties or their associates.

• (g) The Options will be issued on the terms and conditions set out in Annexure B.

• (h) No funds will be raised from the issue of the Options.

• (i) The Options will be issued and allotted progressively within 3 months of Shareholder approval.

8.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 9 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice of Annual General Meeting:

Annual Report means the Company's annual report including the reports of the Directors and auditor and the financial statements for the Company for the year ended 30 June 2008, which can be downloaded from the Company's website at www.artemisresources.com.au.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and the market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX.

Board means the board of Directors.

Chair means the person appointed to chair the Meeting.

Company or Artemis means Artemis Resources Limited ABN 80 107 051 749.

Constitution means the constitution of the Company as at the date of the Annual General Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

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

Annual General Meeting or Meeting means the annual general meeting of the Company to be held on 25 November 2008 at 10:00 am (WDT), convened by this Notice.

Notice means this Notice of Annual General Meeting.

Option means an option to acquire a Share on the terms and conditions set out in Annexure B.

Plan has the meaning given to that term in section 3.1 of this Explanatory Memorandum.

Plan Option has the meaning given to that term in section 3.1 of this Explanatory Memorandum.

Remuneration Report means that section of the Director's report under the heading 'Remuneration Report' set out in the Annual Report.

Resolution means a resolution referred to in this Notice.

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

Shareholder means a holder of a Share.

WDT means Western Daylight Time, in Perth Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

ANNEXURE A

The full terms of the Company's Employee Option Plan ( Plan ) are set out in the Plan, a copy of which can be obtained upon request from the Company. Set out below is a summary of the terms and conditions of the Plan. In the event of any inconsistency between the terms of the Plan and the summary set out below, the terms of the Plan will prevail to the extent of that inconsistency.

• 1 Only a person who is a director or an employee (whether full-time or part-time) of the Company or any related body corporate of the Company are entitled to participate in the Option Plan ( Eligible Person ).

• 2 Plan Options will be issued for no consideration, unless the Board otherwise determines.

• 3 Each Plan Option entitles the Plan Option holder to, on exercise, one fully paid ordinary share in the Company ( Share ).

• 4 The exercise price of each Plan Option will be determined by the Board having regard to the market value of the Shares at the time it resolves to grant the Plan Option.

• 5 All Shares issued and allotted upon exercise of Plan Options will rank pari passu in all respects with Shares previously issued.

• 6 The Board may determine, at the time of issuing a Plan Option, that the Plan Option will be subject to certain exercise conditions relating to the performance, vesting or other conditions which must be satisfied before the Plan Option can be exercised.

• 7 During a bid period, at the time of a change of control or upon a court ordering a meeting in respect of a proposed scheme of arrangement Plan Options may be exercised, notwithstanding any performance, vesting or other conditions.

• 8 Plan Options not validly exercised on or before their expiry date will automatically lapse.

• 9 Unless otherwise determined by the Board, if at any time prior to the earliest date Plan Options are exercisable, an Eligible Person ceases to be an Eligible Person for any reason other than retirement, permanent disability, redundancy or death, all of those Plan Options will automatically lapse.

• 9 Plan Options are not transferable except in the event of the death of the Plan Option holder in which case the Plan Option may be transferred to the legal personal representative of the deceased Plan Option holder.

• 10 The Company will not apply for Official Quotation of the Plan Options on the ASX, however the Company must apply for Official Quotation of those Shares allotted pursuant to the exercise of Plan Options within the time required by the ASX Listing Rules after the date of their allotment.

• 11 Plan Options do not entitle the Plan Option holder to participate in new issues of securities unless the Plan Option has been exercised and Shares allotted in respect of the Plan Option before the record date for determining entitlements to the issue. The Company must give notice as required under the ASX Listing Rules to Plan Option holders of any new issue before the record date for determining entitlements to the issue.

• 12 The Company will not offer or issue Plan Options to Eligible Persons in accordance with the Plan if the total number of Shares the subject of the Options being offered, when aggregated with:

• (a) the number of Shares which would be issued were each outstanding or Plan Option exercised; and

• (b) the number of Shares issued during the previous 5 years pursuant to the Plan,

but disregarding any offer made or Plan Option or Share issued on exercise of a Plan Option as a result of:

• (c) an offer to a person situation at the time of receipt of the offer outside Australia;

• (d) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (e) an offer made under a disclosure document

would exceed 5% of the total number of issued Shares as at the time of the offer under the Plan.

• 13 In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Plan Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• 14 If there is a bonus issue to Shareholders, the number of Shares over which the Plan Option is exercisable may be increased by the number of Shares which the holder of the Plan Optionholder would have received if the Plan Option had been exercised before the record date for the bonus issue.

ANNEXURE B

The terms and conditions of the Annexure B Options shall be as follows:

• (a) Each Annexure B Option entitles the holder to acquire one (1) Share.

• (b) The Annexure B Options are exercisable at any time on or prior to 5.00pm EST on 24 November 2011 ( Annexure B Option Exercise Period ) by completing a Annexure B Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure B Options are exercised to the registered office of Artemis or to the share registry of Artemis.

• (c) The Annexure B Option exercise price is $0.15 per Annexure B Option.

• (d) The Annexure B Options are freely transferable in whole or in part at any time prior to expiry.

• (e) Shares issued on the exercise of an Annexure B Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure B Option will rank equally with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

• (f) Annexure B Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure B Options in which case the Annexure B Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure B Options.

• (g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure B Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (h) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure B Option is exercisable may be increased by the number of Shares which the holder of the Annexure B Option would have received if the Annexure B Option had been exercised before the record date for the bonus issue.

• (i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure B Option may be reduced in accordance with ASX Listing Rule 6.22.

• (j) Reminder notices will be forwarded to the Annexure B Option holders prior to the expiry of the Annexure B Options. Annexure B Options not exercised before the expiry of the Annexure B Option Exercise Period will lapse.

• (k) The Annexure B Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure B Option holder free of charge. Shares to be allotted on exercise of Annexure B Options will be recorded on the Company's share register.

• (m) The Annexure B Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

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All correspondence to: Artemis Resources Limited Level 4, 673 Murray Street, West Perth WA 6005 PO Box 1624 West Perth WA 6872 +61 8 9226 3399 +61 8 9226 5405

Artemis Resources Limited ACN 107 051 749 ( Company )

Proxy Form

I/We__________

(name of Shareholder)

of ____________

(address of Shareholder)

being a Shareholder/Shareholders of the Company and entitled to attend and vote hereby appoint:

The Chairperson of the Meeting OR X (mark with an ‘X’)

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Insert name of person that you are appointing if that person is someone other than the Chairperson of the Meeting

or failing the person named, or if no person is named, the Chairperson of the Meeting as my/our proxy to act generally at the meeting on my /our behalf and to vote in accordance with in accordance with following directions (or if no directions have been given vote on my/our behalf at the General Meeting of the Company to be held at the Company’s Registered Office of Level 4, 673 Murray Street West Perth Western Australia on 25 November 2008 at 10 am Western Daylight Time (WDT) and at any adjournment of that Meeting.

IMPORTANT: FOR RESOLUTIONS 2, 6, 7, AND 8 BELOW

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If the Chairperson of the Meeting is to be your proxy, or may be appointed by default and you have not directed your proxy how to vote as your proxy in respect of Resolutions 2, 6, 7 and/or 8, please place an ‘X’ in this box. By marking this box you acknowledge that the Chairperson of the Meeting may exercise your proxy even if the Chairperson has an interest in the outcome of Resolutions 2, 6, 7 and 8 and that votes cast by the Chairperson, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairperson of the Meeting will not cast your votes on Resolutions 2, 6, 7 and 8 and your votes will not be counted in computing the required majority if a poll is called on Resolutions 2, 6, 7 and 8. The Chairperson of the meeting intends to vote undirected proxies in favour of Resolutions 2, 6, 7 and 8 .

X

VOTING DIRECTIONS TO YOUR PROXY

For Against Abstain*

(Please mark ‘ X ’ to indicate your directions if you wish to direct the proxy how to vote)

Resolution 1 Ratify Issue of Shares to Trendfield Holdings Limited

Resolution 2 Approval of Employee Option Plan

Resolution 3 Approval of Issue of Shares

Resolution 4 Adoption of Remuneration Report

Resolution 5 Re-election of Director, Mr Barry Woodhouse

Resolution 6 Approval of Issue of Options to Mr Sevag Chalabian

Resolution 7 Approval of Issue of Options to Mr Barry Woodhouse

Resolution 8 Approval of Issue of Options to Mr John Miles

Resolution 9 Approval of Issue of Options to Consultants

If no directions are given, the Chairperson of the Meeting will vote undirected proxies in favour of Resolutions 1 to 9 above.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show or hands or on a poll and your votes will not be counted in computing the majority required on a poll.

PLEASE SIGN HERE (this section must be signed in accordance with the instructions overleaf)

.........................................................................

Signature

If the member is a company

Executed by _________ in accordance with section 127 of the Corporations Act 2001 (Cth) (Name of corporate member)

......................................................................... ......................................................................... (Signature of director/sole director and sole secretary) (Signature of secretary/director) cross out which ever is inapplicable cross out which ever is inapplicable

...................................................... Contact Name

...................................................... ........... / ............ / ......... Contact Daytime Telephone Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the meeting must produce the appropriate Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 4, 673 Murray Street, West Perth, WA, 6005, or by post to PO Box 1624 West Perth, WA, 6872 or Facsimile (08) 9226 5405 if faxed from within Australia or +618 9226 5405 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WDT).