Artemis Resources Limited — AGM Information 2009

Oct 20, 2009

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 in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 23 November 2009 at 10.00am (EST).

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 GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Artemis Resources Limited ( Company ) will be held in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 23 November 2009 at 10am (EST) ( General Meeting ).

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

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

AGENDA

Ordinary Business

Financial Report

To receive and consider the financial report of the Company and its controlled entities for the year ended 30 June 2009 together with the Directors’ report in relation to that financial year and the auditor’s report on the financial report.

1. Resolution 1 – Re-election of Director – Jonathan Robinson

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

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

2. Resolution 2 – Re-election of Director – Frans Voermans

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

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

3. Resolution 3 – Adoption of Remuneration Report (nonbinding 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 3 is advisory only and does not bind the Directors or the Company.

4. Resolution 4 – Appointment of Auditor

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

"That, for the purposes of Section 327B of the Corporations Act and for all other purposes, RSM Bird Cameron Partners, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company."

Special Business

5. Resolution 5 - Approval to Issue Options - Mr Sevag Chalabian

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

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

6. Resolution 6 - Approval to Issue Options - Mr Frans Voermans

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

"That, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and all other purposes, approval is given for Company to allot and issue 500,000 Options to Mr Frans Voermans (or his nominee) who is a director of the Company on the terms and conditions set out in the Explanatory Memorandum."

7. Resolution 7 - Approval to Issue Options - 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, approval is given for Company to allot and issue 250,000 Options to Mr John Miles (or his nominee) who is a director of the Company on the terms and conditions set out in the Explanatory Memorandum."

8. Resolution 8 – Approval to Issue Securities

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

“ That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the allotment and issue, within three months of the date of this resolution, of up to 20 million Securities to the persons, for the purposes and on the terms and conditions 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
5 - Issue of Options – Mr Sevag Chalabian	• Mr Sevag Chalabian; • And his nominee(s); and • Any of their Associates
6 - Issue of Options – Mr Frans Voermans	• Mr Frans Voermans; • And his nominee(s); and • Any of their Associates.
7 - Issue of Options – Mr John Miles	• Mr John Miles; • And his nominee(s); and • Any of their Associates.
8 – Approval to Issue Securities	• 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.

DETERMINATION OF MEMBERSHIP AND VOTING ENTITLEMENT

The Directors have determined that all the Shares that are quoted on the ASX at 10am EST on 20 November 2009 shall, for the purposes of determining voting entitlements at the 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 Meeting will be determined by reference to that time.

How to Vote

You may vote at the Meeting by attending the Meeting in person or by proxy.

To vote in person, you must attend the Meeting on 23 November 2009 at 10am EST, which is to be held in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney.

If you wish to vote by proxy, your proxy form must be received by the Company no later than 10.00am EST on 22 November 2009.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the 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. Any fractions of votes brought about by the apportionment of a proxy will be disregarded;

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

BY ORDER OF THE BOARD OF DIRECTORS

John Hartigan Company Secretary Dated: 16 October 2009

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 in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 23 November 2009 at 10.00am (EST).

The Directors recommend that Shareholders read this Explanatory Memorandum in full 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 Directors’ declarations) for the year ended 30 June 2009 will be laid before the Annual General Meeting.

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

2. Resolutions 1 and 2 – Re-election of Directors – Jonathan Robinson and Frans Voermans

Mr Robinson and Mr Voermans were each appointed as Directors of the Company on 28 August 2009 as casual appointments. Pursuant to rule 8 of the Company’s Constitution, each of Mr Robinson and Mr Voermans retires at the 2009 Annual General Meeting but, being eligible, offers himself for reelection.

A brief profile of each Director is set out in the Annual Report of the Company.

3. Resolution 3 – Adoption of Remuneration Report (nonbinding vote)

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 the 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 the vote at a listed company’s annual general meeting. The vote on Resolution 3 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.

4. Resolution 4 – Appointment of Auditor

PKF Chartered Accountants gave notice to the Company of their resignation as auditor of the Company under Section 329(5) of the Corporations Act and ASIC has provided its consent to the resignation, effective from 20 February 2009.

On 27 February 2009, the Company advised the ASX that it had appointed RSM Bird Cameron Partners as its auditor following the resignation of PKF Chartered Accountants.

Pursuant to Section 327C(2) of the Corporations Act, the auditor of the Company previously appointed to fill the casual vacancy under Section 327C(1) of the Corporations Act holds office until the Company's next annual general meeting. RSM Bird Cameron Partners was appointed to fill a casual vacancy on 27 February 2009. It is proposed that RSM Bird Cameron Partners be reappointed as auditor of the Company pursuant to Section 327B(1)(b) of the Corporations Act.

RSM Bird Cameron Partners have consented to act in this capacity and all other requirements of the Corporations Act in relation to the appointment of auditors have been or, at the date of this Notice are being, met.

In accordance with Section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for RSM Bird Cameron Partners to be appointed as the Company’s auditor. A copy of this nomination is attached to the Explanatory Memorandum as Schedule 2.

5. Resolutions 5-7 - Approval of Issue of Options to Directors

5.1 Background

Resolutions 5-7 seek the approval of Shareholders to the issue of Options to Mr Sevag Chalabian, Mr Frans Voermans and Mr John Miles (and/or their nominees), who are Directors.

Full terms of the Options are set out in Annexure A 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.

5.2 ASX Listing Rule & Corporations Act Disclosure Requirements

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the prohibition; or

• (b) shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months of obtaining the 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.

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. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

The Company requires shareholder approval to issue the Options to Mr Chalabian, Mr Voermans and Mr Miles as, for the purposes of Chapter 2E and ASX Listing Rule 10.11, each Director is a related party of the Company.

In accordance with Chapter 2E of the Corporations Act, the Company has lodged a copy of this Notice with ASIC.

For the purposes of ASX Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided to members:

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	Number of Options	Exercise Price	Expiry Date
Mr Sevag Chalabian	Chairman & Non-Executive Director	1,000,000	$0.10	30/06/2011
Mr Frans Voermans	Non-Executive Director	500,000	$0.10	30/06/2011
Mr John Miles	Non-Executive Director	250,000	$0.10	30/06/2011

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

The Directors of the Company are Jonathan Robinson, Sevag Chalabian, Frans Voermans and John Miles.

The Directors in the case of each grant of Options to another Director or his Associate consider that the number and terms of the Options constitutes an appropriate number of Options to adequately incentivise each of the Directors in light of their skill, experience and reputation when considered together with their remuneration as Directors.

Messrs Robinson, Voermans and Miles recommend that Shareholders vote in favour of Resolution 5. Mr Chalabian abstains from making a recommendation to Shareholders in respect of Resolution 5 as he is personally interested in the outcome of Resolution 5 in that he (or his nominee(s)) is the recipient of the Options.

Messrs Robinson, Chalabian and Miles recommend that Shareholders vote in favour of Resolution 6. Mr Voermans abstains from making a recommendation to Shareholders in respect of Resolution 6 as he is personally interested in the outcome of Resolution 6 in that he (or his nominee(s)) is the recipient of the Options.

Messrs Robinson, Voermans and Chalabian recommend that Shareholders vote in favour of Resolution 7. Mr Miles abstains from making a recommendation to Shareholders in respect of Resolution 7 as he is personally interested in the outcome of Resolution 7 in that he (or his nominee(s)) is the recipient of the Options.

5.3 Valuation

The Company has engaged PKF to prepare a valuation of the securities to be issued to Directors. 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:

• (a) the Share price at the issue dates is assumed to be $0.10 per Share, which is based on volume weighted average prices of trading in the Shares up to and including 9 October 2009;

• (b) the Options are to be exercisable at $0.10;

• (c) the Options are expected to mature within approximately two and a half years of their date of issue, being at the latest 30 June 2011;

• (d) price volatility of the Shares is approximately 79% based on price movements in the past 6 months; and

• (e) the average current risk-free interest rate is 5.25%.

On this basis, the options are valued at approximately $0.0398 per Option. Therefore, the implied "value" of the Options being granted to directors is as follows:

Related Party	Number of Options	Value
Mr Sevag Chalabian	1,000,000	$39,791
Mr Frans Voermans	500,000	$19,896
Mr John Miles	250,000	$9,948

Any other information that is reasonably required by members to make a decision whether it is in the best interest of the Company to pass Resolutions 5-7 and that is known to the Company or any of its Directors:

• (i) Resolutions 5-7 would have the effect of giving power to the Directors to grant a total of 1,750,000 Options. On 12 October 2009, the Company had on issue 128,699,952 Shares and 26,054,820 Options over various exercise periods and at various exercise prices.

• (ii) If all of the 1,750,000 Options granted as proposed above are exercised, the effect would be to dilute the shareholding of existing shareholders by approximately 1.1%.

• (iii) The market price of the Shares during the period of the Options will normally determine whether or not Option holders exercise the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Shares may be trading at a price which is higher than the exercise price of the Options, as they are at the date of this notice.

• (iv) In respect of remuneration and consulting fees payable to Directors:

• (A) Mr Chalabian or his nominee is entitled to be paid $60,000 in fees per annum;

• (B) Mr Miles or his nominee is entitled to be paid $25,000 per annum; and

• (C) Mr Voermans or his nominee is entitled to be paid $30,000 per annum.

As at the date of this notice, the Directors have the following interest in the securities of the Company.

Name	Number of Shares	Number of Options
Mr Sevag Chalabian	650,814	14,402 (listed) 1,000,000 (unlisted)
Mr Frans Voermans	-	-
Mr John Miles	-	-

The following table details the trading history of the Company’s Shares on the ASX in the 12 months preceding 9 October 2009:

Date	High ($)	Low ($)	VWAP ($)
As at 9 Oct 2009	0.10	0.09	0.09
1 month to 9 Oct 2009	0.21	0.07	0.07
3 months to 9 Oct 2009	0.21	0.05	0.06
6 months to 9 Oct 2009	0.21	0.04	0.04
12 months to 9 Oct 2009	0.21	0.03	0.02

5.4 ASX Listing Rule Requirements

Listing Rule 10.11 requires member approval to the issue of securities to a related party of the Company. As Mr Chalabian, Mr Voermans and Mr Miles are related parties of the Company, Shareholder approval under Listing Rule 10.11 is required for the grant of the Options as set out in Resolutions 5-7.

The following information is provided to members for the purpose of Listing Rule 10.13:

• (a) the Options will be granted to Mr Chalabian, Mr Voermans and Mr Miles who are Directors of the Company, or their respective nominees;

• (b) the maximum number of Options to be issued is 1,750,000 and the maximum number of Shares to be issued if the Options all become exercisable and are exercised is 1,750,000;

• (c) the Options will be issued no later than one month after the date of the Meeting;

• (d) the Options will be granted to Mr Chalabian, Mr Voermans and Mr Miles as part of their remuneration and incentivisation package with the Company and in consideration of their services to the Company. No cash consideration will be paid by the Directors on the grant of the Options;

• (e) no funds will be raised by the grant of the Options. If all of the Options become exercisable and are exercised at the price of 10 cents per Share, $175,000 of additional funding will be raised for the Company which will be used for working capital purposes; and

• (f) the terms and conditions of the Options are set out in Annexure A.

6. Resolution 8 – Approval to Issue Securities

6.1 Background

Under Resolution 8, the Company seeks Shareholder approval to issue and allot up to 20,000,000 Shares and/or Options in any combination. This will allow the Company the flexibility to issue these Shares and/or Options as consideration (or part of the consideration) for the acquisition of interests in new mineral resource projects, should opportunities for investment arise. It will also allow the Company to provide remuneration to consultants and advisers of the Company, including for their assistance in securing opportunities for the Company, in fund raising activities and in other matters.

6.2 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 8 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 20,000,000 Securities. The effect of such approval is that any such Securities 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.

6.3 ASX Listing Rule Disclosure Requirements

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

(a) The maximum number of equity securities the entity is to issue

The maximum number of securities to be issued is 20,000,000. The Directors will have the discretion to issue either or both Shares

and/or Options to any person they deem appropriate in any combination or ratio up to a maximum of 20,000,000 Securities in total.

• (b) The date by which the entity will issue the equity securities

The Securities will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

• (c) The issue price of the equity securities

The Securities will be issued for no cash consideration, but in consideration (or as part of the consideration) for the acquisition of interests in new mineral resource projects or as remuneration to consultants and advisers of the Company.

• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The names of the allottees of the Securities are currently unknown and will be chosen at the discretion of the Directors, but will not be related parties or their Associates.

• (e) The terms of the equity securities

The Shares will rank equally in all respects with the Company's current issued Shares.

The Options will be issued at an exercise price of 10 cents per Option and an expiry date of 30 June 2011 and otherwise on the terms and conditions set out in Annexure B.

• (f) The intended use of the funds raised

No funds will be raised from the issue of the Securities, as the Securities will be issued as consideration (or part of the consideration) to acquire investments in new mineral resource projects or as remuneration to consultants and advisers of the Company.

• (g) The dates of allotment or a statement that allotment will occur progressively

The Securities will be allotted progressively.

6.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 8 as it will assist the Company to preserve cash resources by issuing Securities as consideration (or part of the consideration) for interests in new mineral resource projects and/or as remuneration to consultants and advisers of the Company.

.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice of General Meeting:

ASIC means Australian Securities and Investments Commission.

Associates has the meaning given by Sections 10 to 17 of the Corporations Act.

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.

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

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

EST means Eastern Standard Time, in Sydney, New South Wales.

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

General Meeting or Meeting means the annual general meeting of the Company to be held on 23 November 2009 at 10.00am (EST), convened by this Notice.

Notice means this Notice of General Meeting.

Option means an option to subscribe for a Share.

Resolution means a resolution referred to in this Notice.

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

Securities means Shares and/or Options.

Shareholder means a holder of a Share.

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

Schedule 2 – Nomination of Auditor

Artemis Resources Limited Level 10 1 Margaret Street Sydney NSW 2000

Dear Sirs

Nomination of auditor

For the purposes of Section 328B(1) of the Corporations Act 2001, and being a member of Artemis Resources Limited, I would like to nominate RSM Bird Cameron Partners of Level 12, 60 Castlereagh St, Sydney NSW 2000 for appointment as auditor of Artemis Resources Limited at the Company’s next Annual General Meeting.

Yours faithfully

(sgnd) Gary Holbrook Battle Mountain Pty Limited G. Holbrook (Director)

Annexure A (Resolutions 5-7)

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

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

• (b) The Annexure A Options are exercisable at any time from the Annexure A Option Vesting Date until 5.00pm EST on 30 June 2011 ( Annexure A Option Exercise Period ) by completing an Annexure A Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure A Options are exercised to the registered office of Artemis or to the share registry of Artemis.

• (c) The Annexure A Options vest as follows ( Annexure A Option Vesting Date ):

Director	Number of Options	Exercise Price	Vesting Date
Sevag Chalabian	1,000,000	$0.10	Fifty per cent vest on the date which is six months after the date on which Shareholder approval is given. Fifty per cent vest on the date which is 12 months after the date on which Shareholder approval is given.
Frans Voermans	500,000	$0.10	Fifty per cent vest on the date which is six months after the date on which Shareholder approval is given. Fifty per cent vest on the date which is 12 months after the date on which Shareholder approval is given.
John Miles	250,000	$0.10	Fifty per cent vest on the date which is six months after the date on which Shareholder approval is given. Fifty per cent vest on the date which is 12 months after the date on which Shareholder approval is given.

save that any Annexure A Options for which the Annexure A Option Vesting Date has not occurred will automatically lapse on the day the holder, or the person on whose behalf the Annexure A Options are held, ceases to be a Director.

• (d) The Annexure A Option exercise price is $0.10 per Annexure A Option.

• (e) The Annexure A Options will not be transferable before the relevant Annexure A Option Vesting Date. On and from the relevant Annexure A Option Vesting Date, the Annexure A Options will be freely transferable in whole or in part at any time prior to expiry.

• (f) Shares issued on the exercise of an Annexure A 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 A

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.

• (g) Annexure A Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure A Options in which case the Annexure A 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 A Options.

• (h) 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 A 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.

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

• (j) 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 A Option may be reduced in accordance with ASX Listing Rule 6.22.

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

• (l) The Annexure A 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 A Option holder free of charge. Shares to be allotted on exercise of Annexure A Options will be recorded on the Company's share register.

• (m) The Annexure A Options will not be quoted on the ASX.

• (n) The Annexure A 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.

• (o) Notwithstanding paragraph (c), all Annexure A Options may be exercised prior to the relevant Annexure A Option Vesting Date:

• (i) in relation to a takeover bid in respect of the Shares, during the bid period, as defined in section 9 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the bid period will be deemed to have commenced at the date of that announcement;

• (ii) at any time after a Shareholder, or a group of associated Shareholders, becomes entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Directors;

• (iii) at any time after, on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company, or its amalgamation with any other company.

• (p) If an Annexure A Option holder, or the person for whom Annexure A Options are held on behalf of, ceases for any reason to be a Director of the Company at any time after Annexure A Options have been issued but prior to the Annexure A Option Vesting Date for those Annexure A Options, then those Annexure A Options will automatically lapse on the day the person ceases to be a Director of the Company.

Annexure B (Resolution 8)

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 30 June 2011 ( Annexure B Option Exercise Period ) by completing an 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 $0.10 per Annexure B Option.

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

• (f) 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.

• (g) 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.

• (h) 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.

• (i) 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.

• (j) 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.

• (k) 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.

• (l) 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) Subject to paragraph (n) below, the Company does not intend to seek quotation of the Annexure B Options on ASX.

• (n) Subject to the requirements of the ASX Listing Rules the Board may resolve to seek quotation of the Annexure B Options at any time during the Annexure B Option Exercise Period.

• (o) 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.

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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PROXY FORM

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ARTEMIS RESOURCES LIMITED

REGISTERED OFFICE:

ABN:80 107 051 749

LEVEL 10 1 MARGARET STREET SYDNEY NSW 2000

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: ARV Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this 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 the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10.00 am (EST) on Monday 23 November 2009 at Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

1. Re-election of Director - Jonathan Robinson

2. Re-election of Director - Frans Voermans

3. Adoption of Remuneration Report (non-binding vote)

4. Appointment of Auditor

5. Approval to Issue Options - Mr Sevag Chalabian

6. Approval to Issue Options - Mr Frans Voermans

7. Approval to Issue Options - Mr John Miles

8. Approval to Issue Securities

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

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

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him/her other than as a 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 Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolution.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Sole Director and Sole Company Secretary

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Security Holder 2 Security Holder 3 Director Director / Company Secretary

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1047285298

Reference Number:

ARV

1

1

My/Our contact details in case of enquiries are: NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Artemis Resources Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Artemis Resources Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

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

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.00 am (EST) on 22 November 2009, being 24 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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