Artemis Resources Limited — AGM Information 2011

Oct 17, 2011

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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 Board Room of Mills Oakley Lawyers at Level 34, 60 Margaret Street, Sydney NSW 2000 on 17 November 2011 at 11am (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.

A B N 8 0 1 0 7 0 5 1 7 4 9

ARTEMIS RESOURCES LIMITED

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 Board Room of Mills Oakley Lawyers at Level 34, 60 Margaret Street, Sydney NSW 2000 on 17 November 2011 at 11am (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 2011 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 – Guy Robertson

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

“That Mr Guy Robertson, who was appointed as a Director on 28 September 2011, is re-elected as a Director.”

2. Resolution 2 – Re-election of Director – Shannon Coates

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

“That Ms Shannon Coates, who was appointed as a Director on 28 September 2011, 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.

Special Business

4. Resolution 4 – Approval to Issue Options to Professional and Sophisticated Investors

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 Company to allot and issue a total of 10,000,000 Options to professional and sophisticated investors as detailed in 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
1 Mr Guy Robertson – Re-election as a director	Mr Guy Robertson; And his nominee(s); and Any of their respective Associates
2 Ms Shannon Coates – Re- election as a director	Ms Shannon Coates; And her nominee(s); and Any of their respective Associates
4 Issue of Options	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 11am EST on 15 November 2011 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 17 November 2011 at 11am EST, which is to be held in the Board Room of Mills Oakley Lawyers at Level 34, 50 Margaret Street, Sydney.

If you wish to vote by proxy, your proxy form must be received by the Company no later than 11am EST on 15 November 2011.

PROXIES

Please note that:

• (a) A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder;

• (b) Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

• (c) If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholders votes each proxy may exercise half of the votes. Any fractions of votes brought about by the apportionment of a proxy will be disregarded;

• (d) A proxy need not be a Shareholder;

• (e) Any instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filled in, will be deemed to be given in favour of the chairman of the Meeting;

• (f) To be effective the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power of authority) must be deposited at the corporate office of the Company being Level 9, 50 Margaret Street, Sydney, NSW 2000 or be received by facsimile on facsimile number (02) 9078 7661 not less than 48 hours before the time for holding the Meeting or for the holding of any adjournment of the adjourned meeting with respect to the Meeting;

• (g) A proxy form accompanies this Notice.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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

BY ORDER OF THE BOARD OF DIRECTORS

Guy Robertson Company Secretary Dated: 11 October 2011

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 Board Room of Mills Oakley Lawyers at Level 34, 60 Margaret Street, Sydney NSW 2000 on 17 November 2011 at 11am (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.

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 2011 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.

1. Resolution 1 – Re-election of Director – Mr Guy Robertson

Mr Guy Robertson was appointed as a director of the Company on 28 September 2011. As the appointment was on a casual basis, pursuant to rule 8 of the Company’s Constitution Mr Robertson retires at the 2011 Annual General Meeting but, being eligible, offers himself for re-election.

A brief profile of Mr Robertson is outlined below:

Mr Robertson is a consultant corporate advisor, director and company secretary for a number of ASX-listed companies, the majority of which operate in the mineral resource industry.

Mr Robertson is a director of Healthzone Limited. Mr Robertson is a Chartered Accountant and has a Bachelor of Commerce with Honours.

2. Resolution 2 – Re-election of Director – Ms Shannon Coates

Ms Shannon Coates was appointed as a director of the Company on 28 September 2011. As the appointment was on a casual basis, pursuant to rule 8 of the Company’s Constitution Ms Coates retires at the 2011 Annual General Meeting but, being eligible, offers herself for re-election.

A brief profile of Ms Coates is as follows:

Ms Coates is a consultant corporate advisor and company secretary for a number of ASX, JSE and AIM-listed companies, the majority of which operate in the mineral resources and oil and gas industries.

Ms Coates has previously been a director of Vmoto Limited, is currently a non-executive director of Mining Group Limited, and has a Bachelor of Laws from Murdoch University.

3. Resolution 3 – Adoption of Remuneration Report (non-binding 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 - Approval to Issue Options to Professional and Sophisticated Investors

5.1 Background

Under Resolution 4, the Company seeks Shareholder approval to issue and allot equity securities, being a total of 10,000,000 Options having an exercise price of 4 cents per Option with an expiry date of 30 November 2014 and otherwise on the terms and conditions set out in Annexure A, to Professional and Sophisticated Investors.

5.2 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 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a total of 10,000,000 Options described above. The effect of such approval is that those Options 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.

5.3 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 a total of 10,000,000 Options.

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

The Options 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

Each option will be issued at a price of $0.001.

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

The allottees of the Options are as yet not identified. The Options will be granted to professional and sophisticated investors who will assist the company in raising capital. No options will be issued to related parties.

• (e) The terms of the equity securities

The Options will be issued on the terms and conditions set out in Annexure A.

• (f) The intended use of the funds raised

The issue of the Options will raise $10,000. If all of the Options become exercisable and are exercised at a price of 4 cents per Option, $400,000 of additional funding will be raised for the Company which will be used for working capital purposes.

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

The Options will be allotted progressively.

• (h) Voting Exclusion

A voting exclusion statement forms part of the notice of meeting.

5.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 4 as the issue of the proposed Options will provide an appropriate level of remuneration and an incentive to allottees in their work for 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 17 November 2011 at 11am (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.

Annexure A (Resolution 4)

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 November 2014 ( 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 on the date of Grant ( Annexure A Option Vesting Date ):

• (d) The Annexure A Option exercise price is $0.04 per Option.

• (e) 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.

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 9 50 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

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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 11am (EST) on Thursday 17 November 2011 at Board Room at Level 34, 60 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

For Against Abstain*

1. Re-election of Director - Guy Robertson

2. Re-election of Director - Shannon Coates

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

4. Approval to Issue Options to Professional and Sophisticated Investors

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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.

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 Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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Reference Number:

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0936328326

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 11am (EST) on Tuesday 15 November 2011, being 48 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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