Artemis Resources Limited

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ABN 80 107 051 749

ANNUAL REPORT 2008

CORPORATE DIRECTORY

NON-EXECUTIVE CHAIRMAN

Sevag Chalabian

NON-EXECUTIVE DIRECTORS

John Miles Barry Woodhouse

SHARE REGISTRAR

Security Transfer Registrars Pty Limited 770 Canning Highway Applecross WA 6153 PO Box 535 Applecross WA 6953

Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Website: www.securitytransfer.com.au

COMPANY SECRETARY

Barry Woodhouse

PRINCIPAL & REGISTERED OFFICE

SECURITIES EXCHANGE LISTING

Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: ARV & ARVO

Level 4, 673 Murray Street WEST PERTH WA 6005

Telephone: +618 9226 3399 Facsimile: +618 9226 5405 Email: [email protected] Website: www.artemisresources.com.au

AUDITORS

PKF Chartered Accountants & Business Advisers Level 7, BGC Centre, 28 The Esplanade PERTH WA 6000 Website: www.pkf.com.au

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Letter from the Chairman 2 Review of Operations 3 Directors’ Report 11 Corporate Governance 19 Income Statement 25 Balance Sheet 26 Statement of Changes in Equity 27 Cash Flow Statement 28 Notes to the Financial Statements 30 Directors’ Declaration 48 Independent Auditor’s Report 49 Auditor’s Independence Declaration 51 Additional ASX Information 52

LETTER FROM THE CHAIRMAN

Dear Shareholder,

On behalf of the directors of Artemis Resources Limited (“Artemis” or “Company”) it gives me great pleasure to advise you of your Company’s activities for the year ending June 2008.

The Company continued its exploration program, on its portfolio of projects in Western Australia. These projects include tenements in the Yandal Gold Belt, the Yilgarn, the Mt Clements Gold Project and the Bamboo Creek exploration project which is situated adjacent to Moly Mines Limited world class molybdenum deposit. Activities on these projects are more fully described in the Operations Report below.

During the year, Artemis obtained shareholder approval and entered into a joint venture to explore two highly prospective tenements that lie within the Tim Mersoi basin in Niger, West Africa. Niger is one of the top four uranium producing countries in the world and the joint venture tenements are located in an area where a number of major international companies are either developing or exploring for uranium.

Artemis also provided management services to Apollo Minerals Limited following Apollo’s successful listing on October 2007. Apollo’s core project is Commonwealth Hill located in the Gawler Craton in South Australia. Since listing, Apollo has acquired firstly an 80% interest and later a 100% interest in the Mount Oscar Iron Ore Project in the Pilbara. In a year of difficulty in the markets, Apollo has performed very well which resulted in Artemis earning an Incentive Fee of $1,898,183.

The Company continues to monitor any further opportunities to invest directly and indirectly in mineral resource projects which have the potential to increase shareholder value. Artemis will continue to seek , identify and invest in base and precious metals and other mineral projects in Australia and overseas through acquisition or joint venture.

In a year of turmoil in the markets, the Company is focused on a responsible exploration program of its tenements in Niger and Western Australia whilst otherwise preserving its cash to ensure it is in a secure position over the coming years.

Artemis is appreciative of the continued support of its shareholders as it continues to fulfil its mandate of maximising its shareholders wealth. Yours Sincerely,

ARTEMIS RESOURCES LIMITED

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Mr Sevag Chalabian CHAIRMAN

REVIEW OF OPERATIONS

Apollo Minerals Strategic Investment

The Company acted as joint lead manager arranging the $7,000,000 IPO capital raising for Apollo Minerals Ltd (Apollo) in September 2007. As part of the IPO arranging fee the Company received 5,000,000 shares in Apollo, or a holding of approximately 6%.

In November 2007 Artemis introduced a Chinese group as a strategic investor to Apollo Minerals Ltd and in January 2007 arranged for the placement of $1,000,000 of shares with this investor. The Chinese group has invested approximately $3,000,000 to date.

Artemis entered into an agreement with Apollo under which Apollo will pay a fee to Artemis for management services. In the year ended 30 June 2008 this management fee was $226,628.

Further, the Company is also entitled to a performance fee based on the amount equal to 20% of the amount, if any, by which the Apollo return (based on a weighted average market capitalisation) for any given financial year outperforms the Standard & Poors ASX 300 Metals and Mining Index.

Apollo shares outperformed the broader market from its listing through to the end of financial year closing at 50 cents up from its IPO price of 25 cents a return of 100%, whilst for the same period the broader market index increased less than 1%. As a result the incentive fee due to the company for the year ended 30 June 2008 was $1,898,183.

Overall the Apollo investment generated a return of approximately $4,700,000 to the Company for the year ended 30 June 2008, including the management fee, incentive fee and the unrealised increase in the value of the Apollo shares held.

Since the end of the financial year the Apollo share price has, like most other stocks, been affected by the global economic factors affecting the broader share market and at the date of this report Apollo shares are trading in a range of 20-25 cents.

Niger Joint Venture (Uranium-ARV 25%)

Artemis through a majority controlled entity (Arminco) holds a 49 per cent stake in an incorporated joint venture company Uranium Exploration S.A. (UREX) with Trendfield Holdings Limited (“Trendfield”). UREX holds two highly prospective uranium tenements in Niger, West Africa (TAG 2 and TAG 4). Artemis has the ability to acquire up to 51% in the joint venture.

The TAG 2 & 4 tenements cover approximately 1,000 km[2] and are situated adjacent to another major uranium deposit (Teguidda) which is currently being developed by a Chinese company (see figure 1). Teguidda is reported to contain some 15,000 tonnes at 0.2% U3O8 and will likely be another significant producer in the near term with trial mining having commenced.

Figure 1 – Niger project location plan

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REVIEW OF OPERATIONS

Niger is one of the world’s largest uranium producers and is ranked behind only Canada, Australia and Kazakhstan in terms of production and total known uranium reserves. The UREX project is within the Tim Mersoi Basin (NE Niger), home to two uranium mines producing 12% of the world’s uranium supply.

Most of the economic uranium mineralization within the Tim Mersoi Basin occurs within sandstone and conglomerate formations inserted between layers of siltstone and shale, rich in organic plants or over a surface of discontinuity resulting from major erosion. The geology of the UREX tenements is predominately located within the Tegama Group and the Lower Irhazer Group which are a series of sediments of Cretaceous Age. The Tegama group is host to the mineralisation adjacent to the project area.

Importantly the locality is known to contain carbonaceous material in the sandstone channel to aid REDOX reactions for the Uranium to precipitate from solutions and from economic concentrations.

Exploration

In March 2008 Artemis commissioned SRK Consultants to carry out an initial stage exploration programme and field work was carried out in March and April. This work included; a ground spectrometer survey, geochemical sampling, an extensive field mapping programme, and the construction of a local and regional structural model.

The results of the field work programme were highly encouraging with the presence of broad low-level uranium anomalism confirmed over a large percentage of the tenement area.

The local geology is depicted in the 3D representation shown in figure 2. Stratigraphically it is believed that the uraniferous Agadez formation underlies the tenement areas at estimated depths from 90m in the east to 150 m in the west. Limited stratigraphic drilling is required to confirm this.

The initial exploration programme confirms the view that the tenement has the potential to host primary uranium mineralisation adjacent to the Azelik fault at depth (100-150m). All of the known deposits in the eastern part of the Tim Mersoi Basin are less than 10 kilometers from a major fault and lie on the flanks of an earlier Permo-Triassic inlier/antiformal-domal structure. For example, mineralization at the nearby Tegedda uranium deposit occurs as such.

The UREX tenements are traversed by the Azelik fault, which plays an important role in disposition of uranium mineralization in the local region which is stratigraphically controlled, and contained in fluviatile sandstone channels, with organic matter.

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REVIEW OF OPERATIONS

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Figure 2

The extensive strike of this structure over 25 kilometers through the centre of the tenements provides UREX with a series of first pass exploration targets that have a high potential for economic levels of uranium mineralisation, albeit at depth (refer figure 2).

Horst style faulting on the eastern boundary of the tenement adjacent to the Azelik fault may have uplifted the prospective Agadez formation closer to the surface and this area would be among the initial drill targets.

Yandal (Gold – ARV 100%)

The Yandal Project overlies approximately 35km of this highly prospective Yandal greenstone sequence. Previous work has identified inferred mineral resources for the Lowlands (320,000 tonnes @ 2.29g/t Au) and Slav Well deposits (39,600 tonnes @ 6.47g/t Au). This amounts to approximately 32,000 ounces of gold.

Both Lowlands and Slav Well have only been drilled down to a vertical depth of 50 metres and there may be significant potential below this depth. The known gold mineralisation in the project area is hosted by a variety of rock types including greenstones but also granitoids and porphyry rocks.

The Yandal Gold Project (100% Artemis) covers a total area of 238 km[2] and is located some 95 km southeast of Wiluna and approximately 1,000km by road from Perth. The project area lies in the Yandal Greenstone Belt in the northern part of the Eastern Goldfields Province of Western Australia.

Since 1987 over 13 million ounces of gold has been discovered in the Yandal belt including the likes of Jundee, Bronzewing, Darlot and Thunderbox.

Echo Resources Ltd is actively exploring an extensive area some 20km to the north of the Company tenements. Reported results from the Julius prospect include an intersection of 6m @ 11.8g/t Au along a granite-greenstone contact.

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REVIEW OF OPERATIONS

Exploration

A sampling programme was carried out late in 2007 with a total of 38 rock chip samples. Outcrop on the licence is generally very poor and for this reason a majority of the samples were taken from old drill hole cuttings and workings. This sampling programme returned the following promising results:

6 metres @ 17.03g/t including 1m @ 35.66 g/t in a re-sampled drill hole BRC29 at the Forked Stick Prospect which was drilled by a previous explorer in 2000
7.74g/t from rock chip sample YA 118
4.29g/t from rock chip sample YA 133

These results confirm the auriferous nature along the greenstone belt within the project area with 13 samples returning gold assays in excess of 1g/t and a further 14 samples returning gold values between 0.1g/t and 1g/t.

A high resolution, low level, aerial magnetic has been completed and will greatly assist in the geological and structural understanding of the poorly exposed auriferous greenstones. The principal goal is the identification of additional targets for follow up sampling and subsequent RAB and RC drilling.

Spinifex Ridge - Bamboo Creek (Cu Mo Au - ARV 100%)

The Spinifex Ridge Bamboo Creek Project is located in the Eastern Pilbara region of Western Australia and is adjacent to the world class Spinifex Ridge Molybdenum-Copper Project held by Moly Mines Ltd. This tenement E45/2596 is highly prospective for molybdenum and other minerals such as copper and tungsten that are associated with molybdenum. There are also a number of anomalous gold-copper targets.

Exploration

During the year the Company conducted several field sampling programmes on the Spinifex Ridge tenement focusing on an area immediately to the east of Spinifex Ridge Molybdenum Project (“Northern Area”).

A further three areas with visible copper and associated gold and molybdenum enrichment were identified. Near the largest copper find (“Norm’s Find”) a NNW-trending 400m long shear was identified hosting pods with strong copper oxide staining. Maximum assay results from rock chip sampling were 26.6% copper, 7.11ppm gold, 478ppm silver and 10.7ppm molybdenum (refer figure 3).

Figure 3 Key Anomalies –E45/2596

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REVIEW OF OPERATIONS

Elevated molybdenum values were also returned from two soil/rock traverses over the granitoid/ greenstone contact further to the south. Soils from one of these traverses had anomalous tungsten values as well. Tungsten (W) is a good pathfinder element for molybdenum and most copper-rich samples had anomalous tungsten values as well.

Elsewhere further to the east, limited rock chip sampling taken around Armstrong Well and Little De Grey Well returned some encouraging results. Two samples taken from younger dykes in granitoids were moderately to strongly anomalous in gold (63 and 37ppb), copper (828 and 1322ppm) and also uranium (3 and 9ppm).

In May infill follow-up geochemical work was undertaken in the Northern Area, around Norm Find Infill, where soils and rock chip sampling was carried out in the vicinity of previously discovered areas of surface copper mineralisation with results from this work pending.

Significant levels of Gold (>1g/t), Silver (>60g/t), and Copper (>1%) mineralisation have been identified at the Mt Clement Prospect. A large number of other metals occur in anomalous amounts, including Pb, Zn, Sb, and Mn.

Exploration to date by previous owners includes approximately 1,550m of trenching and 7,550m RAB, RC, and DC drilling outlining a west to west-northwest striking Au-Ag-As-Cu mineralised zone measuring approximately 600m long and up to 400m wide.

A non-JORC compliant Indicated Resource estimate of 526,000 tonnes at 2.40g/t Au for 40,600 ounces of gold was calculated in May 2005.

The Mt Clement Prospect presents a number of metallurgical challenges with previous metallurgical test work indicating average cyanide soluble gold recovery of 72-86% for oxidised material and as low as 29% for partially oxidised material.

Mt Clement (Au – ARV 80%)

The Mt Clement Project comprises 3 mining leases and 1 exploration license that cover a total area of 14.5 km[2] in the Ashburton area of Western Australia, approximately 185km WNW of Paraburdoo. Located within the project area is the Mt Clement poly-metallic gold-silver deposit comprising Mining Leases M08/191, 192, and 193. The project lies some 35km SSW of the Paulsens Gold Mine.

The project economics are currently marginal due to the low grade and the preliminary metallurgical results. Future work is likely to focus on metallurgical testing which may identify methods for improving recovery and to improve the grade by seeking to delineate higher-grade zones within the current resource.

Coppin Gap Spinifex Ridge

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REVIEW OF OPERATIONS

Mt Clement Plaint Status

In respect to its Mount Clement’s tenements, M08/191, M08/192 and M08/193, Artemis Resources Limited advises that in respect to Plaints KR44/067, KR 45/067 and KR46/067 by Alan Neville Brosnan and Phyllis Marie Brosnan the Mining Warden has recommended to the Minister that the plaint be dismissed. The Company awaits for the signature of the Minister in relation to this ruling.

of $2,122,500 for the year ended 30 June 2008.

Since the end of the financial year Contact has undergone a number of management and corporate changes and refocused on its core uranium projects in Peru. Contact believes that these changes coupled with the beginning of improved sentiment in the market for uranium stocks may see a recovery in the investment in the latter half of 2009.

Yilgarn (Au, Cu – Arv 100%)

The Yilgarn Project comprises two separate prospects which are located 200km north of Southern Cross. This town lies approximately 350km east of Perth in the Yilgarn Mineral Field. This project is host to two areas of interest, Coppermine Bore to the north and Yarbu Prospect to the south.

The tenements are prospective for gold and base metals. Work in 2008 has been restricted to the review of existing data. The Company is considering options for this project.

Other Investments

In line with its stated objectives to take positions directly and indirectly in mineral resource projects, the Company holds several investments in listed securities, including 5,000,000 shares (4.5% approximately) of Contact Uranium Limited (Contact). The fall off in uranium prices coupled with the global economic issues and market sell-off saw Contact shares harshly treated. The Company booked a write-down on its listed investments

DISCLAIMERS

Australian tenements

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves in relation to the Australian tenements is based on information compiled by Mr Frans Voermans of Voermans Geological Services Pty Ltd, who is a Fellow and Chartered Professional of The Australasian Institute of Mining and Metallurgy. Mr Frans Voermans of Voermans Geological Services Pty Ltd is engaged by Artemis Resources Ltd as a Geological Consultant. Mr Frans Voermans has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Frans Voermans of Voermans Geological Services Pty Ltd consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Niger Project

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Information in this report that relates to the geology of the Niger Project reflects information compiled by Mr P Gleeson of SRK Consulting. Mr Gleeson is a member of the Australian Institute of Geoscientists and has more than 5 years experience in the field of exploration results and is a competent person in terms of JORC and Valmin standards for Exploration Results and Resource Estimation for this style of mineralisation. Mr Gleeson consents to the inclusion in the report of the matters based on the information compiled by them, in the form and context in which it appears.

REVIEW OF OPERATIONS

Tenement Schedule

Tenement	Description/Location	Percentage Ownership
E45/2596	Bamboo Creek WA	100%
E45/3099	Bamboo Creek WA	100%
E08/1606	Mt Clement WA	100%
M08/191	Mt Clement WA	80%
M08/192	Mt Clement WA	80%
M08/193	Mt Clement WA	80%
E53/1026	Yandal WA	100%
E53/1213	Yandal WA	100%
E53/1214	Yandal WA	100%
P77/3538	Yilgarn WA	100%
P77/3539	Yilgarn WA	100%
P77/3540	Yilgarn WA	100%
P77/3541	Yilgarn WA	100%
P77/3542	Yilgarn WA	100%
P77/3543	Yilgarn WA	100%
P77/3544	Yilgarn WA	100%
Tagaza II	Niger	25% Joint Venture
Tagaza IV	Niger	25% Joint Venture

ANNUAL FINANCIAL STATEMENTS

DIRECTORS’ REPORT

Your directors present their report on the Company for the financial year ended 30 June 2008.

DIRECTORS

The names of directors in office at any time during or since the end of the period are:

Sevag Chalabian Barry Woodhouse John Miles

Directors have been in office since the start of the financial period to the date of this report unless otherwise stated.

The result of these operations was a loss to the consolidated entity of $1,143,229 (2007: loss of $414,247).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

The following summary of events marks significant milestones in the state of affairs of the Company during the financial period:

On 23 November 2007, the Company issued 1,000,000 shares at 25 cents per share to consultants in relation to the Niger Joint Venture.

On 26 November 2007 the Company completed its Loyalty Option Issue to raise $507,600 (less costs) through the issue of 50,760,002 new options to subscribe for fully paid ordinary shares in Artemis (“New Options”). The New Options are exercisable at 25 cents each on or before 30 September 2009.

In December 2007, the Company issued 16,460,310 shares at 25 cents per share to raise $4,121,179 by way of placement to fund its Niger Operations and for working capital.

In December 2007, the Company issued 15,614,000 options to raise $79,329 before costs to fund its Niger Operations and for working capital.

PRINCIPAL ACTIVITIES

The principal activity of the Company during the financial year was mineral exploration and direct and indirect investments in the mining industry. There have been no significant changes in the nature of the Company’s principal activities during the financial year.

SIGNIFICANT AFTER BALANCE DATE EVENTS

The value of the current and non-current financial assets as at 30 June 2008 is listed as $627,500 and $2,500,000. As at 29 September 2008, the value of the current financial assets is $426,094. As at 29 September 2008, the value of the non-current financial assets is $1,150,000.

The Directors are aware of a decrease in the equity price of its investments in Boss Energy Limited (BOE), Contact Uranium Limited (CTS) and Apollo Minerals Limited (AON) listed on the Australian Securities Exchange since year end and do not believe that this decrease represents a permanent decrease, it is simply based on current market conditions.

Apart from as described above, there are currently no matters or circumstances that have arisen since the end of the financial period that have significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years.

LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS

The primary objective of Artemis is to explore its current tenements in Western Australia and Niger, Africa and the Company continues to look to invest directly and indirectly in mineral resources projects which have the potential to become mines, focusing on base metals, gold and energy-related minerals.

On 5 February 2008, and as authorised by its shareholders, the Company issued 9,000,000 shares at a deemed issue price of 25 cents per share and 4,500,000 options in relation to the acquisition of its Niger Operations.

DIRECTORS’ REPORT

PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION

The consolidated entity will comply with its obligations in relation to environmental regulation on its West Australian projects when it undertakes exploration in the future.

OPERATING RESULTS

The loss of the consolidated entity after providing for income tax amounted to $1,143,229 (2007: $414,247).

DIVIDENDS PAID OR RECOMMENDED

The directors do not recommend the payment of a dividend and no dividend has been paid or declared to the date of this report.

DIRECTORS

Mr Sevag Chalabian Special Responsibility: Non-Executive Chairman Qualifications: B.Laws; B.Comm.; M.Laws and Management (AGSM) Appointed: 19 October 2006

Sevag Chalabian is a commercial lawyer and adviser. Until March 2004, he was a partner with Phillips Fox Lawyers. In 2004 he established, in partnership, a boutique commercial law practice, Lands Legal. His practice concentrates on mining joint ventures, corporate transactions and property and financing projects. He acts for a number of companies, investors and developers and has been involved in a number of landmark projects. Mr Chalabian is currently Chairman of Apollo Minerals Limited (appointed 22 June 2007) and was appointed as a director of Bisan Limited on 31 August 2007.

Mr John Miles Special Responsibility: Non-Executive Director

Qualifications: MA Cantab; Solicitor of the Supreme Court of England and Wales Appointed: 4 May 2007

John Miles is a lawyer and company director. As a lawyer he is Chairman of ALN, a group of five law firms in East and Central Africa and General Counsel to Exchange Minerals FZE in the United Arab Emirates; his practice is principally in advising African governments and the private sector in Africa on issues arising in relation to infrastructure projects and in the oil, gas and mining sectors. As a company director of Pelican Hotels (UK) Ltd and its subsidiary Pelican Hotels (SA) (Pty) Ltd he runs an estate producing indigenous plants, timber and other products and a guest resort.

Mr Barry Woodhouse

Special Responsibility: Director and Company Secretary; Audit Committee Qualifications: B.Comm.; B.Laws; CPA; FCIS Appointed: 28 June 2006

Mr Woodhouse has significant experience in mineral exploration and information technology industries having held a number of senior positions, including financial controller, company secretary and director, with companies operating in these sectors. He is particularly experienced in the establishment, rejuvenation, listing, management and administration of junior listed companies.

Mr Woodhouse was a director of Hodges Resources Limited from 2 September 2006 and resigned on 30 May 2007. Mr Woodhouse has been a director of KTL Technologies Limited from 22 December 2004 to 17 December 2007 and director and company secretary of Apollo Minerals Limited since 22 June 2007.

Mr Woodhouse is a Certified Practising Accountant and a fellow of the Chartered Secretaries Australia. He holds a Bachelor of Commerce from the University of Melbourne and a Bachelor of Laws from the University of Notre Dame.

DIRECTORS’ REPORT

COMPANY SECRETARY

Mr Woodhouse is the Company Secretary. Specific information in relation to his qualifications and experience is listed above.

REMUNERATION REPORT (AUDITED)

Remuneration Policy

The remuneration policy of Artemis Resources Limited has been designed to align director objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates. The Board of Artemis Resources Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors to run and manage the company, as well as create goal congruence between directors and shareholders.

The Board’s policy for determining the nature and amount of remuneration for board members is as follows.

The remuneration policy, setting the terms and conditions (where appropriate) for the executive directors and other senior staff members, was developed by the Chairman and Company Secretary and approved by the Board.

In determining competitive remuneration rates, the Board may seek independent advice on local and international trends among comparative companies and industry generally. It examines terms and conditions for employee incentive schemes, benefit plans and share plans. Independent advice may be obtained to confirm that executive remuneration is in line with market practice and is reasonable in the context of Australian executive reward practices.

The Company is a mineral exploration company, and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, directors and senior executives, such personnel are paid market rates associated with individuals in similar positions within the same industry.

Options and performance incentives may be issued particularly as the Company moves from commercialisation to a producing entity and key performance indicators such as profit and production can be used as measurements for assessing executive performance.

All remuneration paid to directors is valued at the cost to the company and expensed. Where appropriate, shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using the Black-Scholes methodology.

The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The Chairman in consultation with independent advisors determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability.

The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders in a General Meeting, and is currently $150,000 per annum, as approved by shareholders. Fees for non-executive directors are not linked to the performance of the Company. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the company.

COMPANY SHARE PERFORMANCE & SHAREHOLDER WEALTH

During the financial year the Company’s share price traded between a low of $0.10 and a high of $0.38 . In order to keep all investors fully informed and minimise market fluctuations, the Board is determined to maintain promotional activity amongst the investor community so as to increase awareness of the Company.

DIRECTORS’ REPORT

DIRECTORS’ AND EXECUTIVE OFFICERS’ EMOLUMENTS

(a) Details of Directors and

Key Management Personnel

(i) Directors

Sevag Chalabian – Non-Executive Chairman John Miles – Non-Executive Director Barry Woodhouse – Director

(ii) Key Management Personnel

There are no persons in addition to the Directors above meeting the definition of Key Management Personnel apart from Mr Michael Drew (Chief Executive Officer).

Directors’ remuneration and other terms of employment are reviewed annually by the Board having regard to performance against goals set at the start of the year, relative comparative information and independent expert advice.

Except as detailed in Notes (a) – (d) to the Remuneration Report, no director has received or become entitled to receive, during or since the financial period, a benefit because of a contract made by the Company or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest.

This statement excludes a benefit included in the aggregate amount of emoluments received or due and receivable by directors and shown in Notes (a) – (d) to the Remuneration Report, prepared in accordance with the Corporations regulations, or the fixed salary of a full time employee of the Company.

(b) Remuneration of Directors and Key Management Personnel

Remuneration Policy

The Board of Directors, comprised of non-executive directors, is responsible for determining and reviewing compensation arrangements. The Board will assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Remuneration of Directors of the Company and consolidated entity is set out below.

DIRECTORS’ REPORT

	Short-term
	employee	Equity	Post-
	benefts	Compensation	employment
	Base Salary	Value of	Superannuation
	and Fees	Options	Contributions	TOTAL
	$	$	$	$
Period ended:
Sevag Chalabian (i)
30 June 2008	57,083	-	-	57,083
30 June 2007	17,500	-	-	17,500
John Miles (ii)
30 June 2008	25,000	-	-	25,000
30 June 2007	6,249	-	-	6,249
Barry Woodhouse (iii)
30 June 2008	118,586	-	-	118,586
30 June 2007	41,411	-	-	41,411
Totals
30 June 2008	200,669	-	-	200,669
30 June 2007	65,160	-	-	65,160

(i) In the twelve months to 30 June 2008, fees of $57,083 (2007: $17,500) were paid and / or accrued to Lands Legal (a company of which Mr Chalabian is a Director and Shareholder) in its role as consultant to the Company.

(ii) In the twelve months to 30 June 2008, consulting fees of $25,000 (2007: $6,249) were paid and / or accrued to Pelican Hotels (UK) Ltd (a company of which Mr Miles is a Director) in its role as consultant to the Company.

(iii) In the twelve months to 30 June 2008 fees of $118,586 were paid and accrued to Maphra Pty Limited (a company of which Mr Woodhouse is a Director) for company secretarial and consulting services. In the twelve months to 30 June 2007, fees of $41,411 were paid to Maphra Pty Limited. This amount included fees for company secretarial and accounting services and also an IPO management fee of $25,000 of which $15,000 was settled by the issue of 60,000 shares.

All transactions were entered into on normal commercial terms.

(c) Remuneration Options: Granted and vested during the financial year ending 30 June 2008 and the financial year ending 30 June 2007

There were no remuneration options granted during the financial year ending 30 June 2008 and the financial year ending 30 June 2007.

DIRECTORS’ REPORT

(d) Share and Option holdings

All equity dealings with directors have been entered into with terms and conditions no more favourable than those that the entity would have adopted if dealing at arm’s length.

Shares held by Directors

Period from 1 July 2007 to 30 June 2008

	Balance at
	beginning	Received as	Options	Net Change	Balance at
	of year	Remuneration	Exercised	Other	end of year
Sevag Chalabian	616,412 (i)	-	-	34,402	650,814 (i)
John Miles	-	-	-	-	-
Barry Woodhouse	160,000 (ii)	-	-	-	160,000 (ii)
	776,412	-	-	34,402	810,814

Period from 1 July 2006 to 30 June 2007

	Balance at
	beginning	Received as	Options	Net Change	Balance at
	of year	Remuneration	Exercised	Other	end of year
Sevag Chalabian	-	-	-	616,412	616,412 (i)
John Miles	-	-	-	-	-
Barry Woodhouse	-	-	-	160,000	160,000 (ii)
	-	-	-	776,412	776,412

(i) Held indirectly by Brutus Investments Pty Limited of which Mr Sevag Chalabian is a Director and Shareholder and by STC Advisory Pty Ltd of which Mr Chalabian is a potential beneficiary.

(ii) Held indirectly by Mr Barry Woodhouse as trustee for the Woodhouse Trust, of which Mr Woodhouse is a beneficiary, and by Maphra Pty Limited, a company of which Mr Woodhouse is a Director.

DIRECTORS’ REPORT

Options Held By Directors

Period from 1 July 2007 to 30 June 2008

	Balance at
	beginning	Received as	Options	Net Change	Balance at
	of year	Remuneration	Exercised	Other (a)	end of year
Sevag Chalabian	-	-	-	630,812	630,812 (i)
John Miles	-	-	-	-	-
Barry Woodhouse	-	-	-	160,000	160,000 (ii)
	-	-	-	790,812	790,812

(a) These options were issued pursuant to the Loyalty Option prospectus dated 4 September 2007. The options were issued based on the Directors’ shareholdings as at 13 September 2007 on a non-renounceable basis.

(i) Held indirectly by Brutus Investments Pty Limited of which Mr Sevag Chalabian is a Director and Shareholder and by STC Advisory Pty Ltd of which Mr Chalabian is a potential beneficiary.
(ii) Held indirectly by Mr Barry Woodhouse as trustee for the Woodhouse Trust, of which Mr Woodhouse is a beneficiary, and by Maphra Pty Limited, a company of which Mr Woodhouse is a Director.

No options were held by Directors during the financial year ending 30 June 2007.

Options issued as Part of Remuneration for the year ended 30 June 2008 and 30 June 2007

No options have been issued to directors and executives as part of their remuneration. In future, any options so issued are not issued based on performance criteria, but are issued to the directors of Artemis Resources Limited to increase goal congruence between directors and shareholders.

MEETINGS OF DIRECTORS

The number of directors’ meetings (including committees) held during the financial period each director held office and the number of meetings attended by each director are:

	Directors	Meetings	Audit Committee Meetings	Audit Committee Meetings
		Number		Number
	Meetings	Eligible to	Meetings	Eligible to
Director	Attended	Attend	Attended	Attend
Sevag Chalabian	28	29	2	2
Barry Woodhouse	28	29	2	2
John Miles	5	29	-	-

OPTIONS

At the end of the financial period and as at the date of this report there were 71,874,002 options over new ordinary shares in the Company on issue. There have been no issue of ordinary shares as a result of the exercise of options during or since the end of the financial year.

Directors’ holdings of shares and share options have been disclosed in the Remuneration Report.

DIRECTORS’ REPORT

INDEMNIFYING OFFICERS

In accordance with the constitution, except as may be prohibited by the Corporations Act 2001, every officer or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him or her in his or her capacity as officer or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.

During the financial year the Company paid insurance premiums of $12,378 in respect of directors’ and officers’ liability. The insurance premiums relate to:

Costs and expenses incurred by the relevant officers in defending legal proceedings, whether civil or criminal and whatever their outcome;
Other liabilities that may arise from their position, with the exception of conduct involving wilful breach of duty or improper use of information to gain a personal advantage.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceeding to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

AUDITOR’S INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the year ended 30 June 2008 has been received and can be found on page 48 of the financial report.

NON-AUDIT SERVICES

The Board of Directors is satisfied that the provision of non-audit services by the entity’s auditors is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor’s independence for the following reason:

The nature of the services provided do not compromise the general principles relating to auditors independence as set out in APES 110 Code of Ethics for Professional Accountants.

No amounts were paid to the Company’s auditors during the year ended 30 June 2008. During the year ended 30 June 2007, an amount of $7,000 was paid to PKF Corporate Advisory Services (WA) Pty Ltd, an entity controlled by the partners of PKF, for the preparation of the independent accountant’s report prepared for the IPO prospectus dated 25 January 2007.

This report is made in accordance with a resolution of the directors.

==> picture [173 x 33] intentionally omitted <==

Barry Woodhouse Director and Company Secretary 30 September 2008

CORPORATE GOVERNANCE

The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations. The Company is pleased to advise that the Company’s practices have been largely consistent with those ASX guidelines since they were adopted on 8 March 2007 prior to the Company’s listing on the ASX. As consistency with the guidelines has been a gradual process, where the Company did not have certain policies or committees recommended by the ASX Corporate Governance Council (the Council) in place during the reporting period, we have identified such policies or committees.

Where the Company’s corporate governance practices do not correlate with the practices recommended by the Council, the Company is working towards compliance however it does not consider that all the practices are appropriate for the Company due to the size and scale of Company operations.

To illustrate where the Company has addressed each of the Council’s recommendations, the following table cross-references each recommendation with sections of this report. The table does not provide the full text of each recommendation but rather the topic covered. Details of all of the recommendations can be found on the ASX Corporate Governance Council’s website at http:// www.shareholder.com/visitors/dynamicdoc/document.cfm?documentid=364&companyid=ASX.

Recommendation		Section
Recommendation	1.1 Functions of the Board and Management	1.1
Recommendation	2.1 Independent Directors	1.2
Recommendation	2.2 Independent Chairman	1.2
Recommendation	2.3 Role of the Chairman and CEO	1.2
Recommendation	2.4 Establishment of Nomination Committee	2.3
Recommendation	2.5 Reporting on Principle 2	1.2, 1.4.6, 2.3.2 and the Directors’ Report
Recommendation 3.1	Directors’ and Key Executives’ Code of Conduct	1.1
Recommendation 3.2	Company Security Trading Policy	1.4.9
Recommendation 3.3	Reporting on Principle 3	1.1 and 1.4.9
Recommendation 4.1	Attestations by CEO and CFO	1.4.11
Recommendation 4.2	Establishment of Audit Committee	2.1
Recommendation 4.3	Structure of Audit Committee	2.1.1
Recommendation 4.4	Audit Committee Charter	2.1
Recommendation 4.5	Reporting on Principle 4	2.1
Recommendation 5.1	Policy for Compliance with Continuous Disclosure	1.4.4
Recommendation 5.2	Reporting on Principle 5	1.4.4
Recommendation 6.1	Communications Strategy	1.4.8
Recommendation 6.2	Attendance of Auditor at General Meetings	1.4.8
Recommendation 7.1	Policies on Risk Oversight and Management	2.1.3
Recommendation 7.2	Attestations by CEO and CFO	1.4.11
Recommendation 7.3	Reporting on Principle 7	2.1.3
Recommendation 8.1	Evaluation of Board, Directors and Key Executives	1.4.10
Recommendation 9.1	Remuneration Policies	2.2.4
Recommendation 9.2	Establishment of Remuneration Committee	2.2
Recommendation 9.3	Executive and Non-Executive Director Remuneration	2.2.4.1 and 2.2.4.2
Recommendation 9.4	Equity-Based Executive Remuneration	2.2.4.1
Recommendation 9.5	Reporting on Principle 9	2.2.2 and 2.2.4
Recommendation 10.1	Company Code of Conduct	3

CORPORATE GOVERNANCE

1. Board of Directors

1.1 Role of the Board

The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole.

It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Company.

To assist the Board carry out its functions, it has developed a Code of Conduct to guide the Directors, (and where applicable) the Chief Executive Officer, the Chief Financial Officer and other key executives, in the performance of their roles.

1.2 Composition of the Board

To add value to the Company the Board has been formed so that it has effective composition, size and commitment to adequately discharge its responsibilities and duties given its current size and scale of operations.

The names of the Directors and their qualifications and experience are stated in the Directors’ Report along with the term of office held by each of the Directors. Directors are appointed based on the specific skills required by the Company and on their decision-making and judgment skills.

An Independent Director is a Non-Executive Director and:

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
within the last three years has not been employed in an executive capacity by the Company or another group member, or been a Director after ceasing to hold any such employment;
within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member or an employee materially associated with the service provided;
is not a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
has no material contractual relationship with the Company or other group member other than as a Director of the Company;
has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company; and
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company.

Two directors are Non-Executive Directors of the Company and meet the Company’s criteria for independence.

As such, the majority of the Board are considered to be independent.

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that Non-Executive Directors can offer.

CORPORATE GOVERNANCE

1.3 Responsibilities of the Board

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board.
Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company.
• Overseeing Planning Activities: the development of the Company’s strategic plan.
Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company.
Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company.
• Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.
Human Resources: appointing, and where appropriate, removing the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as well as reviewing the performance of the CEO and monitoring the performance of senior management in their implementation of the Company’s strategy.
Delegation of Authority: delegating appropriate powers, where appropriate, to the CEO to ensure the effective day-today management of the Company and establishing and determining the powers and functions of the Committees of the Board.
• Full details of the Board’s role and responsibilities are contained in the Board Charter, a copy of which is available for inspection at the Company’s registered office.

1.4 Board Policies

1.4.1 Conflicts of Interest

Directors must:

disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of the Company; and
if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act, absent himself or herself from the room when discussion and/ or voting occurs on matters about which the conflict relates.

1.4.2 Commitments

Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.

1.4.3 Confidentiality

In accordance with legal requirements and agreed ethical standards, Directors and, where appropriate, key executives of the Company have agreed to keep confidential, information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.

Ensuring the Health, Safety and WellBeing of Employees: in conjunction with the senior management team, developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to ensure the well-being of all employees.

CORPORATE GOVERNANCE

1.4.4 Continuous Disclosure

The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company immediately notifies the ASX of information:

concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and
that would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

1.4.5 Education and Induction

It is the policy of the Company that new Directors undergo an induction process in which they are given a full briefing on the Company. When it is appropriate, this includes meetings with key executives, tours of the premises, an induction package and presentations. Information conveyed to new Directors include:

details of the roles and responsibilities of a Director;
formal policies on Director appointment as well as conduct and contribution expectations;
access to a copy of the Board Charter;
guidelines on how the Board processes function;
details of past, recent and likely future developments relating to the Board;
background information on and contact information for key people in the organisation;
an analysis of the Company;
a synopsis of the current strategic direction of the Company; and
a copy of the Constitution of the Company.

In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified.

1.4.6 Independent Professional Advice

The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, to assist them to carry out their responsibilities.

1.4.7 Related Party Transactions

Related party transactions include any financial transaction between a Director and the Company. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction.

1.4.8 Shareholder Communication

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

communicating effectively with shareholders through releases to the market via ASX, information mailed to shareholders and the general meetings of the Company;
• giving shareholders ready access to balanced and understandable information about the Company and corporate proposals;
making it easy for shareholders to participate in general meetings of the Company; and

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company.

1.4.9 Trading in Company Shares

Due to the size of the Company, the Share Trading Policy requires all directors to advise the Chairman of an intention to trade the Company’s shares, and it reminds directors, officers and where appropriate, employees of the prohibition in the Corporations Act 2001 concerning trading in the Company’s securities when in possession of “inside information”.

1.4.10 Performance Review/Evaluation

It is the policy of the Board to conduct evaluation of its performance. The evaluation process was introduced via the Board Charter adopted on 8 March 2007 and will be implemented for the financial year ended 30 June 2008. The objective of this evaluation will be to provide best practice corporate governance to the Company.

CORPORATE GOVERNANCE

1.4.11 Attestations by CEO and CFO

It is the Board’s policy, that the CEO and the CFO make the attestations recommended by the ASX Corporate Governance Council as to the Company’s financial condition prior to the Board signing the Annual Report. However, as at the date of this report the Company does not have a designated CEO or CFO. Due to the size and scale of operations of the Company these roles are performed by the Company Secretary and Chairman.

2. Board Committees

2.1 Audit Committee

The Company has had an Audit Committee since 8 March 2007. Below is a summary of the role and responsibilities of an Audit Committee.

2.1.1 Structure of Audit Committee

Corporate Governance Council Recommendation 4.3 requires the structure of the audit committee to include non-executive directors, a majority of independent directors, an independent chairperson and at least three members. The current membership of the audit committee includes Mr Sevag Chalabian as Chairman and Mr Barry Woodhouse which is a departure from the number of people required to be on the committee. Artemis considers it appropriate to have a separate audit committee however it only has two members due to the current composition of the Board.

The Audit Committee is also responsible for establishing policies on risk oversight and management.

2.1.3 Risk Management Policies

The Board’s Charter clearly establishes that it is responsible for ensuring there is a good sound system for overseeing and managing risk. Due to the size and scale of operations, risk management issues are considered by the Board as a whole. On 26 September 2007, Mr Barry Woodhouse (Director and Company Secretary) and Mr Sevag Chalabian (Chairman) provided the Board with written assurance that the financial statements are founded on a sound system of risk management and internal compliance. The statement assured the Board that the risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

2.2 Remuneration Committee

2.2.1 Role

The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and incentive policies for employees.

The Company does not have a remuneration committee and any recommendations are made by the full Board.

The Chairman of the Audit Committee Mr Sevag Chalabian is also Chairman of the Company which is a departure from Recommendation 4.3. In accordance with the definition of independence, the Chairman of the Audit Committee is not independent however Artemis considers that Mr Chalabian, as Chairman of the Audit Committee has considerable financial experience to fulfill the role required as Chairman of the Audit Committee.

2.1.2 Responsibilities

The Audit Committee reviews the audited annual and half-yearly financial statements and any reports which accompany published financial statements and recommends their approval to the members. The Audit Committee each year reviews the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.

2.2.2 Responsibilities

The responsibilities of a Remuneration Committee as assumed by the full Board include setting policies for senior officers’ remuneration, setting the terms and conditions of employment for the Chief Executive Officer, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both Executive and Non-Executive Directors and making recommendations on any proposed changes and undertaking reviews of the Chief Executive Officer’s performance, including, setting with the Chief Executive Officer goals and reviewing progress in achieving those goals.

2.2.3 Remuneration Policy

Directors’ Remuneration of $150,000 has been approved by shareholders.

CORPORATE GOVERNANCE

2.2.3.1 Senior Executive Remuneration Policy

The Company is committed to remunerating its senior executives in a manner that is marketcompetitive and consistent with best practice as well as supporting the interests of shareholders. Consequently, under the Senior Executive Remuneration Policy the remuneration of senior executive may be comprised of the following:

fixed salary that is determined from a review of the market and reflects core performance requirements and expectations;
a performance bonus designed to reward actual achievement by the individual of performance objectives and for materially improved Company performance;
participation in any share/option scheme with thresholds approved by shareholders;
statutory superannuation.

By remunerating senior executives through performance and long-term incentive plans in addition to their fixed remuneration the Company aims to align the interests of senior executives with those of shareholders and increase Company performance.

The value of shares and options were they to be granted (where appropriate) to senior executives, would be calculated using the Binomial method.

The objective behind using this remuneration structure is to drive improved Company performance and thereby increase shareholder value as well as aligning the interests of executives and shareholders.

The Board may use its discretion with respect to the payment of bonuses, stock options and other incentive payments.

2.2.3.2 Non-Executive Director Remuneration Policy

Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. Non-Executive Directors do not receive performance based bonuses but do participate in equity schemes of the Company.

Non-Executive Directors are entitled to but not necessarily paid statutory superannuation.

2.2.4 Current Director Remuneration

Full details regarding the remuneration of Directors, is included in the Directors’ Report.

2.3 Nomination Committee

2.3.1 Role

The role of a Nomination Committee is to help achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times. The Company does not have a nomination committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues.

2.3.2 Responsibilities

The responsibilities of a Nomination Committee would include devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Nomination Committee would also oversee management succession plans including the CEO and his/her direct reports and evaluate the Board’s performance and make recommendations for the appointment and removal of Directors. Currently the Board as a whole performs this role.

2.3.3 Criteria for selection of Directors

Directors are appointed based on the specific governance skills required by the Company. Given the size of the Company and the business that it operates, the Company aims at all times to have at least one Director with experience appropriate to the Company’s target market. In addition, Directors should have the relevant blend of personal experience in accounting and financial management and Director-level business experience.

3. Company Code Of Conduct

The Board has implemented a code of conduct. The Code of Conduct addresses matters relevant to the Company’s legal and ethical obligations to its stakeholders. It may be amended from time to time by the Board, and is published on the Company’s website. This code applies equally to all employees, directors and officers of the Company and covers such matters as Discharge of Duties, Relationships, Compliance with Laws, Conflicts of Interest, Confidentiality, Use of Company Assets, Competition, Environment, Health and Safety and the Review of Code of Conduct on an annual basis.

INCOME STATEMENT For the Year Ended 30 June 2008

INCOME STATEMENT For the Year Ended 30 June 2008	INCOME STATEMENT For the Year Ended 30 June 2008	INCOME STATEMENT For the Year Ended 30 June 2008	INCOME STATEMENT For the Year Ended 30 June 2008
Consolidated Consolidated Parent Parent 2008 2007 2008 2007 ContinuingOperations Note $ $ $ $
Revenue 3 2,349,046 116,839 Administration expenses (126,700) (70,117) Borrowing costs (424) (480) Consultancy costs (676,160) (409,235) Compliance and regulatory expenses (80,265) (5,735) Depreciation (1,908) (395) Payments to directors (190,415) (39,277) Exploration expenditure written off (128,968) - Promotion (47,718) - Provisions - - Travel (117,217) (5,847) Unrealised loss on trading stock (2,122,500) -	2,428,010 133,173 (126,570) (66,647) (424) (480) (676,160) (367,411) (75,901) (5,735) (1,908) (395) (190,415) (39,277) (128,968) - (47,718) - (5,423,747) (573,129) (117,216) (5,847) (2,122,500) -
Loss before income tax (1,143,229) (414,247) Income tax expense 4 - -	(6,483,517) (925,748) - -
Loss for the year (1,143,229) (414,247)	(6,483,517) (925,748)
Loss attributable to minority equity interest (2,226) (22,446)	- -
Loss attributable to members of the parent entity (1,141,003) (391,801)	(6,483,517) (925,748)
Earnings per share – continuing operations Basic loss per share (cents) 18 (1.78) (1.61) Diluted loss per share (cents) 18 (1.78) (1.61)		- -	- -

The income statements are to be read in conjunction with the attached notes.

BALANCE SHEET As at 30 June 2008

As at 30 June 2008
		Consolidated	Consolidated	Parent	Parent
		2008	2007	2008	2007
	Note	$	$	$	$
CURRENT ASSETS
Cash and cash equivalents		3,014,386	4,597,396	3,011,746	4,597,181
Trade and other receivables	5	2,157,731	60,609	2,157,731	60,609
Other fnancial assets	6	627,500	-	627,500	-
Total current assets		5,799,617	4,658,005	5,796,977	4,657,790
NON-CURRENT ASSETS
Trade and other receivables	5	-	-	-	-
Other fnancial assets	6	2,500,000	-	2,500,202	151
Plant and equipment	8	2,064	2,628	2,064	2,628
Evaluation and exploration expenditure	9	6,875,913	1,417,115	978,877	905,623
Total non-current assets		9,377,977	1,419,743	3,481,143	908,402

TOTAL ASSETS		15,177,594	6,077,748	9,278,120	5,566,192
CURRENT LIABILITIES
Trade and otherpayables	10	706,017	259,990	657,828	259,991
Total current liabilities		706,017	259,990	657,828	259,991
NON CURRENT LIABILITIES
Deferred tax liability		748,500	-	748,500	-
Total non current liabilities		748,500	-	748,500	-

TOTAL LIABILITIES		1,454,517	259,990	1,406,328	259,991

NET ASSETS		13,723,077	5,817,758	7,871,792	5,306,201
EQUITY
Share Capital	11	12,445,411	6,125,732	12,445,411	6,125,732
Reserves	12	2,859,275	130,000	2,859,429	130,000
Accumulated losses		(1,556,587)	(415,584)	(7,433,048)	(949,531)
Parent interests		13,748,099	5,840,148	7,871,792	5,306,201
Minorityinterest		(25,022)	(22,390)	-	-
TOTAL EQUITY		13,723,077	5,817,758	7,871,792	5,306,201

The balance sheets are to be read in conjunction with the attached notes.

STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008

STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008	STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008	STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008	STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008	STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008	STATEMENT OF CHANGES IN EQUITY For the Year Ended 30 June 2008
Attributable to equity holders of parent Share Capital $ Reserves $ Accumulated Losses $ Total $ Minority Interest $ Total equity $ CONSOLIDATED - 2008
Balance 1 July 2007 6,125,732 Proft (loss) for the year - Currency translation differences - Issue of share capital 6,620,179 Issue of options - Unrealised gains - Costs of share capital (300,500) Movement in outside equity interest due to changed ownershipinterests -	130,000 - (154) - 982,929 1,746,500 - -	(415,584) 5,840,148 (22,390) (1,141,003) (1,141,003) (2,226) - (154) (462) - 6,620,179 - - 982,929 - - 1,746,500 - - (300,500) - 56			5,817,758 (1,143,299) (616) 6,620,179 982,929 1,746,500 (300,500) 56
Balance as at 30 June 2008 12,445,411	2,859,275	(1,556,5870) 13,748,099		(25,022)	13,723,077
Attributable to equity holders of parent Share Capital $ Reserves $ Accumulated Losses $ Total $ Minority Interest $ Total equity $ CONSOLIDATED - 2007
Balance 1 July 2006 2 Minority interest on acquisition - Proft (loss) for the year - Issue of share capital 6,666,770 Issue of options - Costs of share capital (541,040)	- - - - 130,000 -	(23,783) - (391,801) - - -	(23,781) - (391,801) 6,666,770 130,000 (541,040)	- 56 (22,446) - - -	(23,781) 56 (414,247) 6,666,770 130,000 (541,040)
Balance as at 30 June 2007 6,125,732	130,000	(415,584)	5,840,148	(22,390)	5,817,758
PARENT - 2008		Share Capital $ Reserves $ Accumulated Losses $ Total $
Balance 1 July 2007 Proft (loss) for the year Issue of share capital Issue of options Unrealised gains Costs of share capital		6,125,732 - 6,620,179 - - (300,500)	130,000 - - 982,929 1,746,500 -	(949,531) (6,483,517) - - - -	5,306,201 (6,483,517) 6,620,179 982,929 1,746,500 (300,500)
Balance as at 30 June 2008		12,445,411	2,859,429	(7,433,048)	7,871,792
PARENT - 2007		Share Capital $ Reserves $ Accumulated Losses $ Total $
Balance 1 July 2006 Proft (loss) for the year Issue of share capital Issue of options Costs of share capital		2 - - - 6,666,770 - - 130,000 (541,040) -		(23,783) (23,781) (925,748) (925,748) - 6,666,770 - 130,000 - (541,040)
Balance as at 30 June 2007		6,125,732 130,000		(949,531)	5,306,201

The statements of changes in equity are to be read in conjunction with the attached notes.

CASH FLOW STATEMENT For the Year Ended 30 June 2008

CASH FLOW STATEMENT For the Year Ended 30 June 2008
	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Cash fows from operating activities
Receipts from operations	222,753	-	222,753	-
Payments to suppliers and employees	(937,173)	(309,342)	(932,686)	(264,104)
Interest received	189,199	116,839	189,199	116,839
Net cash used in operatingactivities	(525,221)	(192,503)	(520,734)	(147,265)
Cash fows from investing activities
Investment in subsidiaries	-	-	(51)	(151)
Purchase of fnancial assets	(2,755,000)	-	(2,755,000)	-
Payments to subsidiaries	-	(136,130)	(2,448,784 )	(46,795)
Payments for exploration and evaluation	(2,644,193)	-	(202,222)	(134,638)
Payments forplant and equipment	(1,344)	(3,023)	(1,344)	(3,023)
Net cash used in investingactivities	(5,400,537)	(139,153)	(5,407,401)	(184,607)
Cash fows from fnancing activities
Proceeds from issue of shares and options	4,707,109	5,406,770	4,707,109	5,406,770
Repayment of loan	-	(15,588)	-	(15,588 )
Costs of issue of shares and options	(364,409)	(462,131)	(364,409)	(462,131)
Net cashprovided byfnancingactivities	4,342,700	4,929,051	4,342,700	4,929,051
Net increase / (decrease) in cash and cash equivalents	(1,583,058)	4,597,394	(1,585,435)	4,597,179
Cash and cash equivalents at the beginning of the period	4,597,396	2	4,597,181	2
Effects of exchange rate changes on cash and cash equivalents	48	-	-	-
Cash and cash equivalents at the end of theperiod	3,014,386	4,597,396	3,011,746	4,597,181

The cash flow statements are to be read in conjunction with the attached notes

NOTES TO THE CASH FLOW STATEMENT For the Year Ended 30 June 2008

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
1. Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and
balances with banks and investments in money market
instruments, net of outstanding bank overdrafts.
Cash and cash equivalents included in the cash fow
statement comprise the following amounts: Cash and
cash equivalents	3,014,386	4,597,396	3,011,746	4,597,181
2. Reconciliation of net cash used in operating activities to loss after income tax
Loss after income tax	(1,143,229)	(414,247)	(6,483,517)	(925,748)
Depreciation	1,908	395	1,908	395
Exploration expenditure written off	128,968	-	128,968	-
Share based payments	-	125,000	-	125,000
Provision for inter-company loans	-	-	5,423,747	573,129
Unrealised loss on investment	2,122,500	-	2,122,500	-
Changes in assets and liabilities during the fnancial
period:
Decrease/(increase) in receivables	(2,097,114)	(45,812)	(2,176,086)	(59,552)
Increase/(decrease)in trade and otherpayables	461,746	142,161	461,746	139,511
Net cash infow/(outfow)from operatingactivities	(525,221)	(192,503)	(520,734)	(147,265)

3. Non cash investing and financing activities

The Company issued 1,000,000 shares on 22 November 2007, and 9,000,000 shares and 4,500,000 options on 5 February 2008, as payment for consulting services relating to the establishment of the Niger operations.

During the previous financial year, the Company issued Mega Redport Pty Limited 5,000,000 shares for the acquisition of 100% of the share capital of Yandal Metals Pty Ltd and Simmax Pty Ltd tenements on 18 January 2007.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

NOTE 1 - INTRODUCTION

Artemis Resources Limited is a listed public company, domiciled and incorporated in Australia, and is the parent entity of the Artemis group of companies.

Operations and principal activities

Operations comprise the exploration of tenements in Western Australia and Niger, Africa and review of direct and indirect investments.

Scope of financial statements

The financial statements include the separate financial statements of Artemis Resources Limited.

The consolidated financial statements have been prepared by Artemis Resources Limited in accordance with paragraph Aus 9.1 of AASB 127 “Consolidated and Separate Financial Statements”.

Currency

The financial report is presented in Australian dollars and rounded to the nearest dollar.

Registered office

61 Gwenyfred Road, Kensington WA 6151.

Authorisation of financial report

The financial report was authorised for issue on 30 September 2008 by the directors.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(i) Overall Policy

The principal accounting policies adopted by Artemis Resources Limited comprising the parent entity and its subsidiaries are stated in order to assist in a general understanding of the financial report.

The financial report is a general purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards (AASB’s) (including Australian Interpretations adopted by the Australian Accounting Standards Board (AASB)) which include Australian equivalents to International Financial Reporting Standards (AIFRS). This financial report has also been prepared on an accruals basis and is based on historical costs except where otherwise stated.

The financial report also complies with International Financial Reporting Standards (IFRS).

New Standards and Interpretations Not Yet Adopted

A number of adopted accounting standards have been amended. These amendments have been assessed to have no direct impact on amounts in the financial reports. They are available for early adoption at 30 June 2008 but have not been applied in preparing the financial report.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Reference	Title	Summary	Application date of standard	Impact on Group fnancial report	Application date for Group
AASB 8 and AASB 2007-3	Operating Segments and consequential amendments to other Australian Accounting Standards	New Standard replacing AASB114_Segment_ _Reporting,_which adopts a management reporting approach to segment reporting.	1 January 2009	AASB 8 is a disclosure standard so will have no direct impact on the amounts included in the Group’s fnancial statements. In addition, the amendments may have an impact on the Group’s segment disclosures.	1 July 2009
AASB 123 (revised) and AASB 2007-6	Borrowing Costs and consequential amendments to other Australian Accounting Standards.	The amendments to AASB 123 require that all borrowing costs associated with a qualifying asset be capitalised.	1 January 2009	The Group has no borrowing costs associated with qualifying assets and as such the amendments are not expected to have any impact on the Group’s fnancial report.	1 July 2009
AASB 101 (revised) and AASB 2007-8	Presentation of Financial Statements and consequential amendments to other Australian Accounting Standards	Introduces a statement of comprehensive income. Other revisions include impacts on the presentation of items in the statement of changes in equity, new presentation requirements for restatements or reclassifcation of items in the fnancial statements, changes in the presentation requirements for dividends and changes to the titles of the fnancial statements.	1 January 2009	These amendments are only expected to affect the presentation of the Group’s fnancial report and will not have a direct impact on the measurement and recognition of amounts disclosed in the fnancial report. The Group has not determined at this stage whether to present a single statement of comprehensive income or two separate statements.	1 July 2009
AASB 2008-1	Amendments to Australian Accounting Standard – Share-based payments: Vesting Conditions and Cancellations	The amendments clarify the defnition of ‘vesting conditions’, introducing the term ‘non-vesting conditions’ for conditions other than vesting conditions as specifcally defned and prescribe the accounting treatment of an award that is effectively cancelled because a non-vesting condition is not satisfed.	1 January 2009	The Group has share-based payment arrangements that may be affected by these amendments. However, the Group has not yet determined the extent of the impact, if any.	1 July 2009
AASB 2008-2	Amendments to Australian Accounting Standards – Puttable Financial Instruments and Obligations arising on Liquidation	The amendments provide a limited exception to the defnition of a liability so as to allow an entity that issues puttable fnancial instruments with certain specifed features, to classify those instruments as equity rather than fnancial liabilities.	1 January 2009	These amendments are not expected to have any impact on the Group’s fnancial report as the Group does not have on issue or expect to issue any puttable fnancial instruments as defned by the amendments.	1 July 2009
AASB 3 (revised)	Business Combinations	The revised standard introduces a number of changes to the accounting for business combinations, the most signifcant of which allows entities a choice for each business combination entered into – to measure a non-controlling interest (formerly a minority interest) in the acquiree either at its fair value or at its proportionate interest in the acquiree’s net assets. This choice will effectively result in recognising goodwill relating to 100% of the business (applying the fair value option) or recognising goodwill relating to the percentage interest acquired. The changes apply prospectively.	1 July 2009	These amendments are not expected to have any impact on the Company’s fnancial report as the Company does not currently account for any business combinations.	1 July 2009

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Reference	Title	Summary	Application date of standard	Impact on Group fnancial report	Application date for Group
AASB 127 (revised)	Consolidated and Separate Financial Statements	Under the revised standard, a change in the ownership interest of a subsidiary (that does not result in loss of control) will be accounted for as an equity transaction.	1 July 2009	If the Group changes its ownership interest in existing subsidiaries in the future, the change will be accounted for as an equity transaction. This will have no impact on goodwill, nor will it give rise to a gain or a loss in the Group’s income statement.	1 July 2009
AASB 2008-3	Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127	Amending standard issued as a consequence of revisions to AASB 3 and AASB 127.	1 July 2009	Refer to AASB 3 (revised) and AASB 127 (revised) above.	1 July 2009
Amendments to International Financial Reporting Standards	Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate	The main amendments of relevance to Australian entities are those made to IAS 27 deleting the ‘cost method’ and requiring all dividends from a subsidiary, jointly controlled entity or associate to be recognised in proft or loss in an entity’s separate fnancial statements (i.e. parent company accounts). The distinction between pre- and post- acquisition profts is no longer required. However, the payment of such dividends requires the entity to consider whether there is an indicator of impairment. AASB 127 has also been amended to effectively allow the cost of an investment in a subsidiary, in limited reorganisations, to be based on the previous carrying amount of the subsidiary (that is, share of equity) rather than its fair value.	1 January 2009	These amendments are not expected to have any impact on the Company’s fnancial report.	1 July 2009
Amendments to International Financial Reporting Standards	Improvements to IFRSs.	The improvements project is an annual project that provides a mechanism for making non-urgent, but necessary, amendments to IFRSs. The IASB has separated the amendments into two parts: Part 1 deals with changes the IASB identifed resulting in accounting changes; Part II deals with either terminology or editorial amendments that the IASB believes will have minimal impact.	1 January 2009 except for amendments to IFRS 5, which are effective from 1 July 2009	The Group has not yet determined the extent of the impact of the amendments, if any.	1 July 2009
IFRIC 16	Hedges of a Net Investment in a Foreign Operation	This interpretation proposes that the hedged risk in a hedge of a net investment in a foreign operation is the foreign currency risk arising between the functional currency of the net investment and the functional currency of any parent entity. This also applies to foreign operations in the form of joint ventures, associates or branches.	1 January 2009	The Interpretation is unlikely to have any impact on the Group since it does not enter into any hedging transactions.	1 July 2009

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

(ii) Significant Judgments and Key Assumptions

The following key assumption has been made concerning the future and other key sources of estimation uncertainty at the balance date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

It is currently assumed that the Company’s main assets, exploration expenditure carried forward will generate profitable results in the future. Should this assumption prove incorrect then material adjustments may have to be made for impairment losses in respect of exploration expenditure.

(iii) Financial Assets and Financial Liabilities Financial assets and financial liabilities are recognised on the balance sheet when the Company becomes party to the contractual provisions of the financial instrument.

A financial asset is derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred and no longer controlled by the entity.

A financial liability is removed from the balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Financial assets and financial liabilities classified as held for trading are measured at fair value through profit or loss.

Upon initial recognition a financial asset or financial liability is designated as at fair value through profit or loss when:

(a) an entire contract containing one or more embedded derivatives is designated as a financial asset or financial liability at fair value through profit or loss.
(b) doing so results in more relevant information, because either:
(i) it eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognising gains or losses on them on different bases.
(ii) a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to key management personnel.

Investments in equity instruments that do not have a quoted market price in an active market, and whose fair value cannot be reliably measured are not designated as at fair value though profit or loss.

A gain or loss arising from a change in the fair value of a financial asset or financial liability classified as at fair value through profit or loss is recognised in profit or loss.

Financial assets not measured at fair value comprise:

(a) loans and receivables being non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These are measured at amortised cost using the effective interest rate method.
(b) held-to-maturity investments being non-derivative financial assets with fixed or determinable payments and fixed maturity that will be held to maturity. These are measured at amortised cost using the effective interest method.
(c) investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured. These are measured at cost together with derivatives that are linked to and must be settled by the delivery of such investments.

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or that are not classified as loans and receivables, heldto-maturity investments or financial assets at fair value through profit or loss.

A gain or loss arising from a change in the fair value of an available-for-sale financial asset is recognised directly in equity, through the statement of changes in equity (except for impairment losses and foreign exchange gains and losses) until the financial asset is derecognised at which time the cumulative gain or loss previously recognised in equity is recognised in profit or loss.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Regular way purchases of financial assets are accounted for as follows:

financial assets held for trading - at trade date
held-to-maturity investments - at trade date

(vi) Investments in Subsidiaries

In the separate financial statements of Artemis Resources Limited, investments in its subsidiaries are accounted for at cost.

loans and receivables - at trade date
available-for-sale financial assets - at trade date

Except for the following, all financial liabilities are measured at amortised cost using the effective interest rate method.

(a) financial liabilities at fair value through profit and loss and derivatives that are liabilities measured at fair value.
(b) financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or are accounted for using the continuing involvement approach.

The amortised cost of a financial asset or a financial liability is the amount initially recognised minus principal repayments, plus or minus cumulative amortisation of any difference between the initial amount and maturity amount and minus any write-down for impairment or uncollectability.

(iv) Consolidation Policy

The consolidated financial statements combine the financial statements of Artemis Resources Limited and its subsidiaries.

The effects of all transactions between entities in the economic entity have been eliminated in full and the consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances.

Minority interest is that portion of the profit or loss and net assets of subsidiaries attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by the parent.

(v) Revenue Recognition

Interest revenue

Interest revenue is recognised using the effective interest method. It includes the amortisation of any discount or premium.

(vii) Leases

A distinction is made between finance leases which transfer from the lessor to the lessee substantially all the risks and rewards incident to ownership of the leased asset and operating leases under which the lessor retains substantially all the risks and rewards. Where an asset is acquired by means of a finance lease, the fair value of the leased property or the present value of minimum lease payments, if lower, is established as an asset at the beginning of the lease term.

A corresponding liability is also established and each lease payment is apportioned between the finance charge and the reduction of the outstanding liability. Operating lease rental expense is recognised as an expense on a straight line basis over the lease term, or on a systematic basis more representative of the time pattern of the user’s benefit.

(viii) Income Taxes

Income taxes are accounted for using the

comprehensive balance sheet liability method whereby:

the tax consequences of recovering (settling) all assets (liabilities) are reflected in the financial statements;
current and deferred tax is recognised as income or expense except to the extent that the tax relates to equity items or to a business combination;
a deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available to realise the asset; and
deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled.

(ix) Receivables

Trade accounts and notes receivable and other receivables represent the principal amounts due at balance date plus accrued interest and less, where applicable, any unearned income and provisions for doubtful accounts.

Management fee / Incentive fee

The management fee / incentive fee is recognised on an annual basis based on the relevant contract.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

(x) Exploration and Evaluation Costs

Exploration, evaluation and development costs are accumulated in respect of each separate area of interest. Exploration and evaluation costs are carried forward where the right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves

Development costs related to an area of interest are carried forward to the extent that they are expected to be recouped either through sale or successful exploitation of the area of interest.

When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial year the decision is made. Each area of interest is also reviewed at the end of each accounting year and accumulated costs written off to the extent that they will not be recoverable in the future.

Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. When production commences, carried forward exploration, evaluation and development costs are amortised on a units of production basis over the life of the economically recoverable reserves. Costs incurred before the Company has obtained the legal rights to explore are recognised in the income statement.

(xiii) Contingent Liabilities

A contingent loss is recognised as an expense and a liability if it is probable that future events will confirm that, after taking into account any related probable recovery, an asset has been impaired or a liability incurred and, a reasonable estimate of the amount of the resulting loss can be made.

(xiv) Share-based Payment Arrangements

Goods or services received or acquired in a share-based payment transaction are recognised as a increase in equity if the goods or services were received in an equity-settled share-based payment transaction or as a liability if the goods and services were acquired in a cash settled share-based payment transaction.

For equity-settled share-based transactions, goods or services received are measured directly at the fair value of the goods or services received provided this can be estimated reliably. If a reliable estimate cannot be made the value of the goods or services is determined indirectly by reference to the fair value of the equity instrument granted.

Transactions with employees and others providing similar services are measured by reference to the fair value at grant date of the equity instrument granted.

Refer to Note 20 for information about share-based payment arrangements, how the fair value of goods or services received and the fair value of equity instruments granted was determined and the effect of the transactions on profit or loss and financial position.

(xv) Foreign Currencies

(xi) Borrowing Costs

Borrowing costs are recognised as an expense in the period in which they are incurred except borrowing costs that are directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale. In this case the borrowing costs are capitalised as part of the cost of such a qualifying asset.

(xii) Trade and Other Payables

Trade accounts, other payables and accrued liabilities represented the principal amounts outstanding at balance date plus, where applicable, any accrued interest.

Functional and presentation currency

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the Company’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.

(xvi) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current year.

(xvii) Events After the Balance Sheet Date

Assets and liabilities are adjusted for events occurring after the balance date that provide evidence of conditions existing at the balance date. Important after balance date events which do not meet this criteria are disclosed where relevant.

NOTE 3 – REVENUE

NOTE 3 – REVENUE
	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Incentive fee	1,898,183	-	1,898,183	-
Management fees	261,664	-	261,664	-
Interest received – unrelated	189,199	116,839	189,199	116,839
Interest – subsidiaries	-	-	78,964	16,334
	2,349,046	116,839	2,428,010	133,173

NOTE 4 – INCOME TAXES

Major components of income tax expense
Current income tax expense (beneft)	(412,333)	(115,313)	(335,272)	(275,497)
Beneft of tax loss not brought to account	412,333	115,313	335,272	275,497
Income tax expense	-	-	-	-
Amounts charged or credited directly to equity
Share issue costs	(90,150)	(162,312)	(90,150)	(162,312)
Income tax beneft not recognised	90,150	162,312	90,150	162,312
Tax on unrealisedgain on investment	748,500	-	748,500	-
Income tax expense reported in equity	748,500	-	748,500	-
Reconciliation between income tax expense and
prima facie tax on accounting loss
Accounting loss	(1,143,229)	(391,801)	(6,483,517)	(925,748)
Tax at 30% (2007: 30%)	(342,969)	(117,541)	(1,945,055)	(277,725)
Foreign tax rate adjustment (Singapore 0%, Niger 35%)	(16,984)	-	-	-
Tax effect of non-deductible expenses	31	2,228	31	2,228
Tax losses and timing differences not brought to account	359,922	115,313	1,945,024	275,497
Income tax expense	-	-	-	-

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Deferred tax liabilities
Exploration tenements	145,097	39,607	88,154	39,178
Unrealised gain on investments	748,500	-	748,500	-
Deferred tax asset netted off against deferred tax liability	(145,097)	(39,607)	(88,154)	(39,178)
	748,500	-	748,500	-
Deferred tax assets
Accrued audit fees	8,100	4,500	8,100	4,500
Share issue costs	169,507	129,850	169,507	129,850
Plant and equipment	170	-	170	-
Provision for intercompany loans	-	-	1,799,063	171,939
Revenue tax losses	629,477	134,189	546,979	128,752
Deferred tax asset netted off against deferred tax liability	(145,097)	(39,607)	(88,154)	(39,178)
Deferred tax assets not recognised	(662,157)	(228,932)	(2,435,665)	(395,863)
	-	-	-	-

Applicable tax rate

The applicable tax rate is 30%, the national corporate tax rate in Australia.

Analysis of deferred tax assets

No deferred tax assets have been recognised as yet, other than to offset deferred tax liabilities, as it is currently not probable that future taxable profit will be available to realise the asset.

Tax consolidated group

The entity has yet to make an election to consolidate and be treated as a single entity for income tax purposes.

The method adopted for measuring the current and deferred tax amounts is:

consolidated current and deferred tax amounts have been determined in accordance with AASB 112;
each entity in the consolidated group has been allocated consolidated current and deferred tax amounts in a manner consistent with the broad principles of AASB 112.

NOTE 5 – TRADE AND OTHER RECEIVABLES

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Current
Trade receivables	2,144,792	-	2,144,792	-
GST receivables	-	47,892	-	47,892
Other	12,939	12,717	12,939	12,717
	2,157,731	60,609	2,157,731	60,609
Non-current
Loan to subsidiaries	-	-	5,853,321	573,129
Provision for loans to subsidiaries	-	-	(5,853,321)	(573,129)
	-	-	-	-

No trade and other receivables above are considered by the Directors to be past due or impaired.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

NOTE 6 – OTHER FINANCIAL ASSETS

NOTE 6 – OTHER FINANCIAL ASSETS
	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Current
Listed equitysecurities – at fair value	627,500	-	627,500	-
	627,500	-	627,500	-
(Available for sale and actively traded)
Non-current
Listed equity securities – at fair value	2,500,000	-	2,500,000	-
Investment in subsidiaries – at cost	-	-	202	151
	2,500,000	-	2,500,202	151

NOTE 7 – SUBSIDIARIES

Parent Entity

Parent Entity
		Proportion of ownership interest
		2008	2007
Investments in subsidiaries	Country of incorporation	%	%
Yandal Metals Pty Limited	Australia	100	100
Artemis Mining Corporation Pty Limited	Australia	51	51
Arminco (Pte) Ltd	Singapore	51	-
Anco Holdings Limited	Hong Kong	24.99	70
Uranium Exploration SA	Niger, Africa	24.99	-

Consolidated

The parent entity within the group is Artemis Resources Limited which is the ultimate parent entity in Australia. The Company incorporated a new subsidiary, Arminco (Pte) Ltd, on 8 November 2007.

The Company’s ownership interest in Anco Holdings Limited changed as a result of completion of the Incorporated Joint Venture Agreement for the Niger project.

Uranium Exploration SA was incorporated as the legal entity for the Niger project.

NOTE 8 – PLANT AND EQUIPMENT

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Plant and equipment	2,064	2,628	2,064	2,628
Reconciliation of carrying amount
Carrying amount at 1 July	2,628	-	2,628	-
Additions	1,344	3,023	1,344	3,023
Depreciation	(1,908)	(395)	(1,908)	(395)
Carryingamount at 30 June	2,064	2,628	2,064	2,628

NOTE 9 – EXPLORATION AND EVALUATION EXPENDITURE

Exploration and evaluation expenditure	2,735,071	1,417,115	1,068,877	905,623
Reconciliation of carrying amount
Carrying amount at 1 July	1,417,115	6,698	905,623	6,698
Acquisition of tenements	-	1,250,000	-	740,000
Expenditure capitalised in current period	5,587,766	160,417	202,222	158,925
Capitalised expenditure written off	(128,968)	-	(128,968)	-
Carryingamount 30 June	6,875,913	1,417,115	978,877	905,623

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

In respect to its Mt Clements tenements, M08/191, M08/192 and M08/193, Artemis Resources Limited advises that in respect to plaints KR44/067, KR 45/067 and KR46/067 by Alan Neville Brosnan and Phyllis Marie Brosnan the Mining Warden has recommended to the Minister that the plaint be dismissed. The Company awaits for the signature of the Minister in relation to this ruling. It should be noted that if the plaints are successful and the Company loses tenure to the Mt Clement Project, all expenditure capitalised (currently $728,594) on the Mt Clement tenements will be expensed to the income statement.

Costs capitalised on areas of interest have also been reviewed for impairment factors, such as resources prices, ability to meet expenditure going forward, potential resource downgrades. It is the Directors’ opinion that the Company has ownership, or title to the areas of interests it has capitalised expenditure on, has reasonable expectations that its activities are ongoing (including Niger) and there has been no impairment on or subsequent to 30 June 2008.

NOTE 10 – TRADE AND OTHER PAYABLES

NOTE 10 – TRADE AND OTHER PAYABLES
	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Trade accounts payable (unsecured)	538,410	259,990	490,221	259,991
GSTpayable	167,607	-	167,607	-
	706,017	259,990	657,828	259,991
NOTE 11 – SHARE CAPITAL
	Parent Entity	Parent Entity	Parent Entity	Parent Entity
	2008	2007	2008	2007
	Shares	Shares	$	$
Issued ordinary shares	77,220,312	50,760,002	12,445,411	6,125,732
Reconciliation of movement during year
Opening balance	50,760,002	2	6,125,732	2
Share issue – 8 November 2006		17,700,000		1,770
Share issue – 21 December 2006		7,200,000		360,000
Share issue – 12 January 2007		800,000		40,000
Share issue – 18 January 2007		5,000,000		1,250,000
Share issue – 27 February 2007		20,000,000		5,000,000
Share issue – 13 March 2007		60,000		15,000
Share issue – 23 November 2007	1,000,000	-	250,000	-
Share issue – 14 December 2007	15,513,840	-	3,883,561	-
Share issue – 18 December 2007	868,039	-	217,010	-
Share issue – 21 December 2007	78,431	-	19,608	-
Share issue – 5 February 2008 (i)	9,000,000	-	2,250,000	-
Transaction costs from share issues	-	-	(300,500)	(541,040)
Closingbalance	77,220,312	50,760,002	12,445,411	6,125,732

(i) For further details of share based payments please refer to note 20.

Capital management

When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity.

Management is constantly adjusting the capital structure to take advantage of favourable costs of capital or high returns on assets. As the market is constantly changing, management may issue new shares or sell assets to reduce debt.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

NOTE 12 –RESERVES

NOTE 12 –RESERVES
	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Option Issue Reserve (a)	1,112,929	130,000	1,112,929	130,000
Unrealised Gains Reserve (b)	1,746,500	-	1,746,500	-
Foreign CurrencyTranslation Reserve(c)	(154)	-	-	-
	2,859,275	130,000	2,859,429	130,000
Reconciliation of movements during the year:
	Parent Entity	Parent Entity	Parent Entity	Parent Entity
	2008	2007	2008	2007
	Options	Options	$	$
(a) Option Reserve
Total Options	71,874,002	1,000,000	876,364	130,000
Opening balance	1,000,000	-	130,000	-
Option issue – 30 April 2007	-	1,000,000	-	130,000
Loyalty option issue – 9 October 2007	49,053,038	-	490,530	-
Loyalty option issue – 26 November 2007	1,706,964	-	17,070	-
Option issue – 14 December 2007	7,512,723	-	-	-
Option issue – 18 December 2007	629,194	-	5,098	-
Option issue – 21 December 2007	49,019	-	-	-
Option issue – 27 December 2007	2,415,000	-	24,150	-
Option issue – 28 December 2007	5,008,064	-	50,081	-
Option issue – 5 February2008(i)	4,500,000	-	396,000	-
Closingbalance	71,874,002	1,000,000	1,112,929	130,000

(i) For further details of share based payments please refer to note 20.

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
(b) Unrealised Gains Reserve
Opening balance	-	-	-	-
Increases in value of fnancial assets	1,746,500	-	1,746,500	-
Closingbalance	1,746,500	-	1,746,500	-
(c) Foreign Currency Translation Reserve
Opening balance	-	-	-	-
Translation of foreign entities’ balance sheets	(154)	-	-	-
Closingbalance	(154)	-	-	-

NOTE 13 – FINANCIAL INSTRUMENTS

The Company’s principal financial instruments comprise cash, short term deposits and securities in Australian listed companies. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the company. The Company also has other financial instruments such as trade debtors and creditors which arise directly from its operations. For the period under review, it has been the Company’s policy not to trade in financial instruments. The Company holds financial instruments in the form of shares in Australian listed companies with the aim of trading these shares to generate a profit.

The main risks arising from the Company’s financial instruments are interest rate risk and credit risk and market risk. The board reviews and agrees policies for managing each of these risks and they are summarised below:

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

(a) Interest Rate Risk

The Company’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate for each class of financial assets and financial liabilities. The Company does not have short or long term debt, and therefore this risk is minimal.

At balance date, the Company had the following financial assets and liabilities exposed to interest rate risk that are not designated as cash flow hedges:

Financial Assets Cash and cash equivalents	Consolidated Consolidated Parent Parent 2008 2007 2008 2007 $ $ $ $ 3,014,386 4,597,396 3,011,746 4,597,181
	3,014,386 4,597,396 3,011,746 4,597,181

(b) Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted the policy of only dealing with credit worthy counterparties and obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Company does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Company’s maximum exposure to credit risk.

(c) Foreign Exchange Risk

As the Company’s presentational currency is the Australian dollar (AUD), the Group’s balance sheet can be affected significantly by movements in the AUD/CFA Franc exchange rate. In addition, some payments to creditors are made in US dollars and Great Britain pounds.

Management, with guidance from the Board, regularly monitors movements in exchange rates and may enter into derivative instruments if necessary.

At balance date, the Group had the following exposure to foreign currencies on financial instruments that are not designated as a cash flow hedges:

Financial Assets Cash and cash equivalents	Consolidated Consolidated Parent Parent 2008 2007 2008 2007 $ $ $ $ 2,440 15 - -
	2,440 15 - -

(d) Equity Securities Price Risk

Equity securities price risk arises from investments in listed equity securities. The Group is exposed to equity price risk arising from its equity investments. Equity investments are held for trading purposes. The Group does actively trade these investments and no hedging or derivative transactions have been used to manage equity price risk.

(e) Sensitivity Analysis

The following tables summarise the sensitivity of the Group’s financial assets and liabilities to interest rate risk, foreign exchange risk, and equity securities price risks. Had the relevant variables, as illustrated in the tables, moved, with all other variables held constant, post tax profit and equity would have been affected as shown. The analysis has been performed on the same basis for 2008 and 2007.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

	Consolidated Interest Rate Risk Interest Rate Risk Foreign Exchange Risk Foreign Exchange Risk Equity Securities Price Risk Equity Securities Price Risk	30 June 2008 -1% +1% -20% +20% -50% +50%	Carrying	Amount Proft Equity Proft Equity Proft Equity Proft Equity Proft Equity Proft Equity	$ $ $ $ $ $ $ $ $ $ $ $ $	Financial Assets Note	Cash and cash equivalents 1 3,014,386 (30,144) (30,144) 30,144 30,144 610 610 (407) (407) - - - -	Trade and other receivables 2 2,157,731 - - - - - - - - - - - -	Other fnancial assets 3 3,127,500 - - - - - - - - (1,563,750)(1,563,750) 1,563,750 1,563,750	Financial Liabilities	Trade and other payables 4 706,017 - - - - (12,047) (12,047) 8,032 8,032 - - - -	Total increase/(decrease) (30,144) (30,144) 30,144 30,144 (11,437) (11,437) 7,625 7,625 (1,563,750)(1,563,750) 1,563,750 1,563,750	30 June 2007	Financial Assets	Cash and cash equivalents 1 4,597,396 (45,974) (45,974) 45,974 45,974 4 4 (3) (3) - - - -	Trade and other receivables 2 60,609 - - - - - - - - - - - -	Financial Liabilities	Trade and other payables 4 259,991 - - - - - - - - - - - -	Total increase/(decrease) (45,974) (45,974) 45,974 45,974 4 4 (3) (3) - - - -	Cash and cash equivalents are primarily denominated in AUD and include deposits at call at foating and short-term fxed interest rates. At 30 June 2008, $2,440 was denominated in 1.	foreign currencies (30 June 2007: $15).	Trade and other receivables are denominated in AUD and are not interest bearing. 2. Other fnancial assets are equity securities listed on the ASX and are denominated in AUD. 3.	Trade and other payables at balance date are denominated in AUD and are not interest bearing. 4.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Equity Securities Price Risk	+50%		Proft Equity	$ $		- -	- -	1,563,750 1,563,750		- -		1,563,750 1,563,750				- -	- -	- -		- -	- -
Parent Interest Rate Risk Interest Rate Risk Equity Securities Price Risk	30 June 2008 -1% +1% -50%	Carrying	Amount Proft Equity Proft Equity Proft Equity	$ $ $ $ $ $ $	Financial Assets Note	Cash and cash equivalents 1 3,011,746 (30,117) (30,117) 30,117 30,117 - -	Trade and other receivables 2 2,157,731 - - - - - -	Other fnancial assets 3 3,127,702 - - - - (1,563,750) (1,563,750)	Financial Liabilities	Trade and other payables 4 657,828 - - - - - -		Total increase / (decrease) (30,117) (30,117) 30,117 30,117 (1,563,750) (1,563,750)		30 June 2007	Financial Assets	Cash and cash equivalents 1 4,597,181 (45,972) (45,972) 45,972 45,972 - -	Trade and other receivables 2 60,609 - - - - - -	Other fnancial assets 3 151 - - - - - -	Financial Liabilities	Trade and other payables 4 259,991 - - - - - -	Total increase / (decrease) (45,972) (45,972) 45,972 45,972 - -	Cash and cash equivalents are denominated in AUD and include deposits at call at foating and short-term fxed interest rates. 1.	Trade and other receivables are denominated in AUD and are not interest bearing. 2. Other fnancial assets are primarily equity securities listed on the ASX and are denominated in AUD. 3.	Trade and other payables at balance date are denominated in AUD and are not interest bearing. 4.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

(f) Liquidity Risk

The consolidated entity’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans, convertible notes and finance leases.

The contractual maturities of the Group’s financial liabilities are as follows:

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$
Within one year	706,017	259,990	657,828	259,991
Oneyear or later and no later than fveyears	-	-	-	-
	706,017	259,990	657,828	259,991

Management and the Board monitor the Group’s liquidity reserve on the basis of expected cash flow. The information that is prepared by senior management and reviewed by the Board includes:

(i) Annual cash flow budgets;
(ii) Two year cash flow forecasts; and
(iii) Monthly rolling cash flow forecasts.

(g) Net Fair Values

The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with the accounting policies disclosed in note 1.

NOTE 14 – COMMITMENTS FOR EXPENDITURE

The Company currently has commitments for expenditure of $236,520 (2007: $318,420) per annum on its Australian exploration tenements.

Under the terms of the Incorporated Joint Venture Agreement for the Niger project, the Company is required to contribute US$1,200,000 in respect of the Niger tenements during the period 1 January 2008 to 31 December 2008. As at 30 June 2008, the Company had contributed US$901,076.

The Company is required to contribute a further US$2,600,000 in respect of the Niger tenements during the period 1 January 2009 to 31 December 2009.

The Group is currently obligated to pay $463,888 to consultants for the 6 months to 31 December 2008.

NOTE 15 – CONTINGENT LIABILITIES AND CONTINGENT ASSETS

The Company has no contingent assets or liabilities.

NOTE 16 – RELATED PARTY DISCLOSURES

(a) Details of Directors and Key Management Personnel

(ii) Directors

Sevag Chalabian – Non-Executive Chairman
John Miles – Non-Executive Director
Barry Woodhouse – Non-Executive Director

(ii) Key Management Personnel

There are no persons in addition to the Directors above meeting the definition of Key Management Personnel apart from Mr Michael Drew who has been appointed as COO from 1 July 2008.

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Except as detailed in Notes (a) – (d) to the Remuneration Report in the Director’s Report, no director has received or become entitled to receive, during or since the financial period, a benefit because of a contract made by the Company or a related body corporate with a director, a firm of which a director is a member or an entity in which a director has a substantial financial interest.

(a) Short Term Employee Benefits

(a) Short Term Emloee Benefts
py	Base Salary and Fees	TOTAL
Period ended:	$	$
Totals
30 June 2008	200,669	200,669
30 June 2007	65,160	65,160

(b) Shares and Options Held by Directors Please refer to the Directors’ Report.

(c) Management and Incentive Fees

An incentive fee of $1,898,183 and management fees of $261,664 were charged to Apollo Minerals Limited, of which Mr S Chalabian and Mr B Woodhouse are directors, during the year ended 30 June 2008 (2007: nil). This amount outstanding at 30 June 2008 of $1,924,812 (excluding GST) was subsequently received on 25 September 2008.

(d) Loans from the Company

Interest is charged on inter-company loans at a rate of 8% (2007: 7%) per annum on the outstanding balance.

Interest of $45,656 (2007: $16,191) was charged to Yandal Metals Pty Limited for outstanding balances between the companies.
Interest of $33,308 (2007: nil) was charged to Arminco (Pte) Ltd for outstanding balances between the companies.
During the year ended 30 June 2007, interest of $849 was charged to Artemis Mining Corporation Limited for outstanding balances between the companies. Artemis Mining Corporation Limited’s loan from Artemis Resources Limited was transferred to Arminco (Pte) Ltd during the year ended 30 June 2008.
At balance date an amount of $12,939 for reimbursement of costs was owed to the Company by Apollo Minerals Limited. No interest is charged on this loan.

NOTE 17 – SEGMENT INFORMATION

The Company operates in Australia and in Niger, Africa. The Company has one business segment, mineral and mining exploration, and all of the consolidated entity’s resources are employed for this purpose.

	Australia	Niger, Africa	Total
	2008	2008	2008
	$	$	$
Revenue	2,349,046	-	2,349,046
Pre-tax segment loss	(1,123,605)	(19,624)	(1,143,229)
Assets	9,978,027	5,199,567	15,177,594
Liabilities	(417,379)	(1,037,138)	(1,454,517)

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

Australia 2007 $	Niger, Africa 2007 $	Total 2007 $
Revenue 116,839 Pre-tax segment loss (414,247) Assets 6,077,748 Liabilities 259,991 NOTE 18 – EARNINGS PER SHARE	- - - Consolidated 2008	116,839 (414,247) 6,077,748 259,991 Consolidated 2007
Reconciliation of earnings per share Basic and diluted earningsper share(cents)	(1.78)	(1.61)
Proft (loss) from ordinary activities after income tax being the earnings used in the calculation of the basic earnings per share Reconciliation of weighted average number of ordinary shares Weighted average number of ordinary shares: Used in calculating basic earnings per ordinary shares Adjustments: Dilutivepotential ordinaryshares	$ (1,141,003) No. of shares 63,959,625 -	$ (391,801) No. of shares 24,390,028 -
Used in calculatingdiluted earningsper share	63,959,625	24,390,028

NOTE 19 – AUDITORS’ REMUNERATION

	Consolidated	Consolidated	Parent	Parent
	2008	2007	2008	2007
	$	$	$	$
Auditor of parent entity
Audit or review of fnancial reports – PKF	47,317	15,000	47,317	15,000
Non-audit services – PKF Corporate Advisory Services(WA)PtyLtd	-	7,000	-	7,000
Total	47,317	22,000	47,317	22,000

NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 30 June 2008

NOTE 20 – SHARE BASED PAYMENTS

Shares issued during the financial year ended 30 June 2008

On 5 February 2008, the Board issued 9,000,000 ordinary shares to consultants in consideration for work performed in relation to the establishment of the Niger operations.

NOTE 21 – SIGNIFICANT AFTER BALANCE DATE EVENTS

Options granted and vested during the financial year ending 30 June 2008

On 5 February 2008, the Board issued 4,500,000 options exercisable at $0.30 on or before 30 June 2009 to consultants in consideration for work performed in relation to the establishment of the Niger operations. Each option entitles the holder to subscribe for one fully paid ordinary share in the Company at an exercise price of 30 cents per share on or before 30 June 2009. The options expire 30 June 2009.

Basis of option valuation

The Binomial methodology has been used to ascertain fair value. Assumptions used for the valuation of the options are as outlined below.

The underlying asset price is $0.253 based on the average closing share price of the Company over the period in which the services were provided.

The risk free rate used in the calculation was 6.44% based on a 2 year Commonwealth Government Treasury Bond over the relevant period.

The underlying security average price over the service period was used for the purposes of the valuation is based on the share price of the Company was averaged at $0.2530.

The volatility factor is set as 70% which is based on an average of comparable companies’ historical data from the Australian Graduate School of Management’s Risk Measurement Service.

Based on these variables the options were valued at $0.088 per option.

Other information

No options have been exercised to 30 June 2008.

DIRECTORS’ DECLARATION For the Year Ended 30 June 2008

The directors of the company declare that:

(a) in the directors’ opinion the financial statements and notes on pages 25 to 47, and the remuneration disclosures that are contained in the Remuneration report in the Directors’ report, set out on pages 13 to 17, are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s and the consolidated entity’s financial position as at 30 June 2008 and of their performance, for the financial year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and Corporations Regulations 2001.
(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 2; and
(c) the remuneration disclosures that are contained in the Remuneration report in the Directors’ report comply with Australian Accounting Standard AASB 124 Related Party Disclosures , the Corporations Act 2001 and the Corporations Regulations 2001; and
(d) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

At the date of this declaration there are reasonable grounds to believe that the company and the group entities identified in note 7 will be able to meet any obligations or liabilities to which they are or may have become subject to.

The directors have been given the declarations by the equivalent of chief executive officer and chief financial officer for the financial year ended 30 June 2008, required by Section 295A of the Corporations Act 200.

This declaration is made in accordance with a resolution of the Board of Directors.

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Barry Woodhouse Director and Company Secretary

30 September 2008

INDEPENDENT AUDITOR’S REPORT To the members of Artemis Resources Limited

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INDEPENDENT AUDITOR’S REPORT To the members of Artemis Resources Limited

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INDEPENDENT AUDITOR’S DECLARATION To the members of Artemis Resources Limited

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ADDITIONAL ASX INFORMATION Pursuant to Listing Rule 4.10

A. CORPORATE GOVERNANCE

A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the reporting period is contained within the Director’s Report.

B.SHAREHOLDING

1. Substantial shareholders

As at 13 October 2008, the names of the substantial shareholders in the Company, the number of equity securities to which each substantial shareholder and substantial holder’s associates have a relevant interest, as disclosed in substantial holding notices given to the Company are:

substantial holding notices given to the Company are:
	No of
Name	Ordinary	%
	Shares
Leopard Investments Pte Limited	8,500,000	11.01
Asia Pacifc Resources Limited	8,500,000	11.01
Mega Redport Pty Limited (a wholly owned subsidiary of Mega Uranium Limited)	5,000,000	6.47
Carlow Castle Limited	4,600,000	5.96

2. Number of holders of each class of equity securities and the voting rights attached

There are 461 holders of ordinary shares. Each shareholder is entitled to one vote per share held.

There are 356 holders of listed options and 2 holders of unlisted options. There are no voting rights attached to these options.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

3. Distribution schedule of the number of holders in each class of equity security as at 13 October 2008

ByClass	Holders of OrdinaryShares	No of Ordinary Shares	%	Holders of Options	No of Options	%
1 – 1,000	30	5,216	0.01	11	3,084	0.01
1,001 - 5,000	55	164,630	0.21	41	107,858	0.16
5,001 - 10,000	99	811,811	1.05	76	644,581	0.97
10,001 - 100,000	205	8,564,096	11.09	164	6,905,862	10.40
100,001- and over	72	67,674,559	87.64	64	58,712,617	88.46
Totals	461	77,220,312	100.00	356	66,374,002	100.00

4. Marketable Parcel

The number of shareholders with less than marketable parcels is 94.

ADDITIONAL ASX INFORMATION Pursuant to Listing Rule 4.10

5. Twenty largest holders of each class of quoted equity security

The names of the twenty largest holders of each class of quoted equity security, the number of equity security each holds and the percentage of capital each holds (as at 13 October 2008) is as follows:

Ordinary Shares

		No of Ordinary
	Name	Shares	%
1.	Citicorp Nominees Pty Ltd	10,067,501	13.04
2.	Leopard Investments Pte Limited	8,500,000	11.01
3.	Asia Pacifc Resources Limited	8,500,000	11.01
4.	Mega Redport Pty Limited(a wholly owned subsidiary of Mega Uranium Limited)	5,000,000	6.47
5.	Carlow Castle Limited	4,600,000	5.96
6.	ANZ Nominees Limited	3,633,266	4.71
7.	HSBC Custody Nominees Australia Pty Ltd	2,230,000	2.89
8.	River Plate Securities Pty Ltd	1,297,650	1.68
9.	HHH Group Pty Ltd	1,030,000	1.33
10.	Keleeve Services Limited	1,000,000	1.29
11.	Trendfeld Holdings Limited	1,000,000	1.29
12.	Altron Enterprises Limited	1,000,000	1.29
13.	Archem Trading NZ Limited	900,000	1.17
14.	Bruce Birnie Pty Ltd	800,000	1.04
15.	R&R Homsany	800,000	1.04
16.	Innovative Developments Pty Ltd	778,028	1.01
17.	Rathdonnell Super Pty Ltd	770,488	1.00
18.	Cora Bike Rack Pty Ltd	694,000	0.90
19.	Cleveland Investment Global Limited	680,000	0.88
20.	TregoningI	655,309	0.85
	Total	53,936,642	69.86

Listed Options

		No of Listed
	Name	Options	%
1.	Citicorp Nominees Pty Ltd	8,783,182	13.23
2.	Leopard Investments Pte Limited	8,500,000	12.81
3.	Asia Pacifc Resources Limited	8,500,000	12.81
4.	Mega Redport Pty Limited(a wholly owned subsidiary of Mega Uranium Limited)	5,000,000	7.53
5.	ANZ Nominees Limited	3,569,340	5.38
6.	Cora Bike Rack Pty Ltd	1,415,500	2.13
7.	River Plate Securities Pty Ltd	1,400,000	2.11
8.	KFT Capital Limited	1,400,000	2.11
9.	Dylide Pty Limited	1,300,000	1.96
10.	R&R Homsany	1,200,785	1.81
11.	HSBC Custody Nominees Australia Pty Ltd	1,130,000	1.70
12.	HHH Group Pty Ltd	940,000	1.42
13.	Innovative Developments Pty Ltd	864,150	1.30
14.	Hacobian Investments Pty Ltd	848,898	1.28
15.	Normandy Pty Ltd	846,480	1.20
16.	Archem Trading NZ Limited	700,000	1.05
17.	Cleveland Investment Global Limited	680,000	1.02
18.	Antonio Strangio	633,000	0.95
19.	STC Advisory Pty Ltd	616,410	0.93
20.	Bruce Birnie PtyLtd	600,000	0.90
	Total	48,928,745	73.71

ADDITIONAL ASX INFORMATION

Pursuant to Listing Rule 4.10

C. OTHER DETAILS

1. Company Secretary

The name of the company secretary is Mr Barry Woodhouse.

2. Address and telephone details of entity’s registered and administrative office

The address and telephone details of the registered and administrative office in Australia:

Level 4, 673 Murray Street West Perth Western Australia 6005 Telephone: +(618) 9226 3399 Facsimile: +(618) 9226 5405

3. Address and telephone details of the office at which a register of securities is kept

The address and telephone of the office at which a register of securities is kept:

Security Transfer Registrars Pty Limited 770 Canning Highway Applecross Western Australia 6153 Telephone: +(618) 9315 2333

4. Stock exchange on which the Company’s securities are quoted

The Company’s listed equity securities are quoted on the Australian Stock Exchange.

5. Restricted Securities

There are 5,060,000 ordinary shares that are restricted securities until 7 March 2009. There are 17,700,000 ordinary shares that are restricted securities until 14 March 2009.

6. Tenement Schedule

A tenement schedule is contained in the Review of Operations report.

7. Unquoted equity securities

The Company has one class of unquoted equity securities held as follows:

Class							Holder	Number
Unlisted options expiring	30	June	2009	at	30	cents	Citicorp Nominees Limited	4,500,000
							Dalvin PtyLimited	1,000,000
Total								5,500,000

8. Review of Operations

A review of operations and activities for the reporting period is contained in the Review of Operations report.

9. On market buy-back

There is currently no on-market buy-back.

10. Consistency with business objectives

The Company has used its cash and assets in a form readily convertible to cash that it had at the time of listing in a way consistent with its stated business objectives.

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Artemis is the goddess of hunting, wild animals and wilderness.

Portrayed as a maiden huntress with a quiver, silver bow and arrows she is often shown in the shooting pose accompanied by a hunting dog or stag.

Telephone: +61 8 9488 5266 Website: www.artemisresources.com.au

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AI assistant

Artemis Resources Limited — Annual Report 2008

10429_rns_2008-10-23_fd8bdd62-b92e-4674-b866-e2e6dfb3fe52.pdf

CORPORATE DIRECTORY

NON-EXECUTIVE CHAIRMAN

NON-EXECUTIVE DIRECTORS

SHARE REGISTRAR

COMPANY SECRETARY

PRINCIPAL & REGISTERED OFFICE

SECURITIES EXCHANGE LISTING

AUDITORS

CONTENTS

LETTER FROM THE CHAIRMAN

REVIEW OF OPERATIONS

Apollo Minerals Strategic Investment

Niger Joint Venture (Uranium-ARV 25%)

REVIEW OF OPERATIONS

Exploration

REVIEW OF OPERATIONS

Yandal (Gold – ARV 100%)

REVIEW OF OPERATIONS

Exploration

Spinifex Ridge - Bamboo Creek (Cu Mo Au - ARV 100%)

Exploration

REVIEW OF OPERATIONS

Mt Clement (Au – ARV 80%)

REVIEW OF OPERATIONS

Mt Clement Plaint Status

Yilgarn (Au, Cu – Arv 100%)

Other Investments

DISCLAIMERS

Australian tenements

Niger Project

REVIEW OF OPERATIONS

Tenement Schedule

ANNUAL FINANCIAL STATEMENTS

DIRECTORS’ REPORT

DIRECTORS

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

PRINCIPAL ACTIVITIES

SIGNIFICANT AFTER BALANCE DATE EVENTS

LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS

DIRECTORS’ REPORT

PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION

OPERATING RESULTS

DIVIDENDS PAID OR RECOMMENDED

DIRECTORS

Mr Sevag Chalabian Special Responsibility: Non-Executive Chairman Qualifications: B.Laws; B.Comm.; M.Laws and Management (AGSM) Appointed: 19 October 2006

Mr John Miles Special Responsibility: Non-Executive Director

Qualifications: MA Cantab; Solicitor of the Supreme Court of England and Wales Appointed: 4 May 2007

Mr Barry Woodhouse

Special Responsibility: Director and Company Secretary; Audit Committee Qualifications: B.Comm.; B.Laws; CPA; FCIS Appointed: 28 June 2006

DIRECTORS’ REPORT

COMPANY SECRETARY

REMUNERATION REPORT (AUDITED)

Remuneration Policy

COMPANY SHARE PERFORMANCE & SHAREHOLDER WEALTH

DIRECTORS’ REPORT

DIRECTORS’ AND EXECUTIVE OFFICERS’ EMOLUMENTS

(a) Details of Directors and

Key Management Personnel

(ii) Key Management Personnel

(b) Remuneration of Directors and Key Management Personnel

Remuneration Policy

DIRECTORS’ REPORT

(c) Remuneration Options: Granted and vested during the financial year ending 30 June 2008 and the financial year ending 30 June 2007

DIRECTORS’ REPORT

(d) Share and Option holdings

Shares held by Directors

Period from 1 July 2007 to 30 June 2008

Period from 1 July 2006 to 30 June 2007

DIRECTORS’ REPORT

Options Held By Directors

Period from 1 July 2007 to 30 June 2008

Options issued as Part of Remuneration for the year ended 30 June 2008 and 30 June 2007

MEETINGS OF DIRECTORS

OPTIONS

DIRECTORS’ REPORT

INDEMNIFYING OFFICERS

PROCEEDINGS ON BEHALF OF COMPANY

Artemis Resources Limited Annual Report 2008