Artemis Resources Limited — Capital/Financing Update 2008

Feb 4, 2008

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Registered Office 34 Parliament Place West Perth WA 6005 ABN 80 107 051 749

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Telephone: +618 9488 5266 Facsimile: +618 9321 6699 Email: info@artemisresources.com.au

5 February 2008

ELS052008

Company Announcements Office Australian Stock Exchange Limited Electronic Lodgement System

Dear Sir / Madam

- Appendix 3B Completion of Stage 1 of Niger Uranium Joint Venture Agreement

Further to the announcement earlier today, attached is the Appendix 3B in relation to the issue of 9,000,000 shares and 4,500,000 options as approved by shareholders on 30 November 2007 following completion of stage 1 of the Niger Uranium Joint Venture Agreement.

Notice under Section 708A

The Company gives notice of the issue of 9,000,000 shares pursuant to section 780A(5)(e) of the Corporations Act 2001 (Act).

As required by section 708A(6) of the Act, the Company advises that:

1. the securities were issued without disclosure under Part 6D.2 of the Act;

2. this notice is being given pursuant to Section 708A(5)(e) of the Act;

3. the Company as at the date of this notice has complied with: (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

4. (b) section 674 of the Act; and

5. as at the date of this notice, there is no excluded information for the purposes of sections 708A(7) and (8) of the Act.

For further information please contact Mr Barry Woodhouse on 08 9488 5266.

Yours faithfully,

ARTEMIS RESOURCES LIMITED

Mr Barry Woodhouse

DIRECTOR AND COMPANY SECRETARY

About Artemis Resources Limited

Artemis Resources Limited is a diversified Australian resource investment house focused on direct exploration and investments in the resource sector. In 2007 the Company raised over $16 million in equity.

The Company aims to establish a diversified portfolio of investments in projects and resource companies. Artemis currently has direct interests in gold (total inferred resources of approximately 70,000 ounces of gold), Uranium in Niger and a MolybdenumCopper project in Western Australia and continues to examine a number of resource opportunities in Australia and overseas.

The Company has significant exposure to the uranium sector through a strategic interest of 5 per cent in uranium developer Contact Uranium (ASX Code: CTS) and its own interest in a JV agreement in Niger. Artemis also holds a 6 per cent interest in Apollo Minerals (ASX Code: AON), which is exploring for iron ore and IOCGU style deposits in South Australia and Western Australia.

Artemis has also secured the services of uranium expert Tony Grey, who is a Special Adviser to the Company tasked with assisting the Company with the development of the Company’s uranium assets. Mr Grey has over 30 years experience in the resource sector including as founder of the Jabiluka Uranium deposit, founder of Pancontinental Mining, Chairman of International Ferrochrome and director of TSX listed Mega Uranium. Mega Uranium through its wholly owned subsidiary Mega Redport Pty Ltd holds a 10% interest in Artemis.

www.artemisresources.com.au

Appendix 3B New issue announcement

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Artemis Resources Limited

ABN

80 107 051 749

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be a. Shares issued b. Unlisted options 2 Number of[+] securities issued or to a. 9,000,000 Shares be issued (if known) or maximum b. 4,500,000 unlisted options number which may be issued 3 Principal terms of the[+] securities a. Fully paid ordinary shares (eg, if options, exercise price and expiry date; if partly paid b. Exercise Price: 30 cents +securities, the amount outstanding b. Expiry date: 30 June 2009 and due dates for payment; if See Annexure A for terms and conditions of +convertible securities, the Unlisted Options conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all a. Yes respects from the date of allotment b. No, only on exercise. with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration a.25 cents per share b. Free 6 Purpose of the issue (If issued as consideration for the Niger Uranium Joint Venture; as approved by acquisition of assets, clearly identify shareholders at Annual General Meeting held those assets) 30 November 2007 and as per ASX release dated 5 February 2008 7 Dates of entering[+] securities into 5 February 2008 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 54,460,312 Ordinary shares +securities quoted on ASX 66,374,002 Listed Options ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 22,760,000 Ordinary shares +securities not quoted on ASX 5,500,000 30 cent options ( including the securities in clause expiring 30 June 2009 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has[+] security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance?

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• To be provided upon completion if requested

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over To be provided upon completion if requested 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought

• 39 Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: “Barry Woodhouse” Date: 5 February 2008 (Director and Company secretary)

Print name: Barry Woodhouse

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• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

Annexure A

Terms and Conditions of Options

(a)	Each Option entitles the holder to 1 Share;
(b)	The Options are exercisable at any time on or prior to 5.00pm (WST) on 30 June
	2009 by completing an option exercise form and delivering it together with the
	payment for the number of Shares in respect of which the Options are exercised to
	the registered office of Artemis or to the share registry of Artemis;
(c)	The Option exercise price is 30 cents per Option;
(d)	No application will be made to the ASX for Official Quotation of the Options;
(e)	An Option does not confer the right to a change in exercise price or a change in the
	number of underlying Shares over which the Option can be exercised;
(f)	The Options are freely transferable in whole or part at any time prior to expiry;
(g)	Shares issued on the exercise of the Options will be issued not more than fourteen
	(14) days after receipt of a properly executed exercise notice and application
	moneys. Shares allotted pursuant to the exercise of an Option will rank equally
	with the then issued ordinary shares of the Company in all respects. Official
	Quotation of the Shares will be sought;
(h)	Option holders shall be permitted to participate in new issues of securities on the
	prior exercise of Options in which case the Options holders shall be afforded the
	period of at least nine (9) business days prior to and inclusive of the record date (to
	determine entitlements to the issue) to exercise the Option;
(i)	In the event of any reconstruction (including consolidation, sub-division, reduction
	or return) of the issued capital of the Company, all rights of the Option holder will
	be changed to the extent necessary to comply with the Listing Rules applying to the
	reconstruction of capital at the time of the reconstruction.
(j)	If there is a bonus issue to shareholders, the number of shares over which the
	Option is exercisable may be increased by the number of shares which the holder of
	the Option would have received if the Option had been exercised before the record
	date for the bonus issue; and
(k)	In the event that a pro rata issue (except a bonus issue) is made to the holders of the
	underlying securities in the Company, the exercise price of the Option may be
	reduced in accordance with Listing Rule 6.22.

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003