Artemis Resources Limited — Capital/Financing Update 2009

Oct 25, 2009

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Options Rights Issue Prospectus

Providing the non-renounceable right to acquire 1 New Option for every 5 Shares held by an Eligible Shareholder

Important Information

This document is important and requires your immediate attention. It should be read in its entirety. Please read carefully the instructions on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement. If you are in doubt as to the course you should follow, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately. An investment in the New Options offered by this Prospectus should be considered as speculative.

1 ׀Artemis Resources Limited • Prospectus

Contents

Summary of Important Dates Non Executive Chairman’s Letter 1. Details of the Offer 2. Action required by Eligible Shareholders 3. Company Overview 4. Effect of the Offer on the Company 5. Rights attaching to New Options and Shares 6. Risks 7. Additional Information 8. Corporate Directory 9. Glossary					2 4 5 9 12 14 18 21 25 33 34

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Artemis Resources Limited • Prospectus ׀ 2

Summary of Important Dates

Event	Date
Announcement of the Offer	26 October 2009
Existing Shares quoted on “ex” basis	28 October 2009
Record Date to determine Entitlements under the Offer	5.00 pm (AWST)
	4 November 2009
Prospectus and Entitlement and Acceptance Forms despatched	6 November 2009
to Eligible Shareholders
Offer opens for acceptances (Opening Date)	9.00 am (AWST)
	9 November 2009
Final date and time for receipt of acceptance	5.00 pm (AWST)
and payment in full (Closing Date)	20 November 2009
Deferred settlement trading commences	23 November 2009
Last date for allotment and issue of New Options and despatch	30 November 2009
of holding statements

All dates are subject to change and accordingly are indicative only. The Company reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend this indicative timetable and in particular, to extend the Closing Date or to withdraw the Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date of allotment and issue of New Options.

Important Information

1. This Prospectus is dated 26 October 2009 and was lodged with ASIC on that date. Neither ASIC nor the ASX takes any responsibility for the contents of this Prospectus. The expiry date of this Prospectus is 13 months after the date of this Prospectus. No New Options will be allotted or issued on the basis of this Prospectus after the expiry date of this Prospectus.

2. An electronic copy of the Prospectus is available on the Company's website at www.artemisresources.com.au. Eligible Shareholders may obtain a hard copy of this Prospectus free of charge by contacting Artemis by telephone on (02) 9299 8898 prior to the Closing Date.

3. New Options will only be issued on receipt of an Entitlement and Acceptance Form issued together with this Prospectus. Application for quotation of the New Options on the ASX will be made on the date of this Prospectus. The fact that ASX may grant Official Quotation of the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options.

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3 ׀Artemis Resources Limited • Prospectus

Important Information

1. No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by Artemis in connection with this Offer.

2. In the event of exercise of the New Options, the Company will apply for Official Quotation of the Shares issued within three (3) Business Days of the date of allotment of the Shares.

3. The Company is admitted to the Official List of the ASX and its Shares are continuously quoted securities of the Company under the terms of section 713(a) of the Corporations Act.

4. This Prospectus and the Entitlement and Acceptance Form do not (and are not intended to) constitute an offer of New Options in any place where, or to any person to whom, it would not be lawful to make such an offer. The Offer of New Options under this Prospectus is made only to shareholders with registered addresses in Australia and New Zealand at 5.00 pm (AWST) on the Record Date. The offer of New Options under this Prospectus is made in New Zealand subject to, and in accordance with the conditions of, the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002 (SR2002/299 Amendment SR2003/204 ). The distribution of this Prospectus and the Entitlement and Acceptance Form in jurisdictions other than Australia and New Zealand may be restricted by law, and persons in those jurisdictions should seek advice on and observe all applicable restrictions.

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Artemis Resources Limited • Prospectus ׀ 4

Non Executive Chairman’s Letter

Dear Shareholder,

I am pleased to offer you an opportunity to participate in this Rights Issue to acquire New Options over Artemis Shares. The New Options have an exercise price of $0.05 per Option and an expiry date of 30 June 2011.

The purpose of this Offer is to extend to all Shareholders the opportunity to acquire, at a nominal price, New Options which have the same terms as those issued to subscribers under the Company’s recent placement.

The Rights Issue is a pro rata non-renounceable offer of 1 New Option, at an issue price of $0.001 per New Option, for every 5 Shares held by Eligible Shareholders on the Record Date.

You should note that the Offer is non-renounceable. This means that you will not be able to sell or transfer your Entitlements under the Offer. The component of your Entitlement that you do not take up will lapse.

Details of the Offer, investment considerations relating to the Offer and a description of the Company's business are set out in this Prospectus. I recommend that you read this document carefully.

Artemis can look forward to an exciting year ahead. The Board and management have been actively perusing new opportunities and seeking to further consolidate on our current projects. We are excited by our upcoming drilling programs for our Niger and Mt Clement projects and look forward to the results of those programs.

The Board believes that the Offer terms are attractive and commends this Rights Issue to you.

Yours sincerely,

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Sevag Chalabian Non Executive Chairman

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5 ׀Artemis Resources Limited • Prospectus

1. Details of the Offer

1.1 Overview of the Offer

This Prospectus contains an offer under a non-renounceable pro rata Rights Issue to Eligible Shareholders.

New Options offered:	33,339,990 New Options will be offered under the Rights
	Issue
Terms of New Option:	The issue price for the New Options is $0.001 per New
	Option. The exercise price of the New Options is $0.05 per
	New Option. The expiry date of the New Options is 30 June
	2011.
Entitlements:	Eligible Shareholders are entitled to participate in the
	Rights Issue and are offered 1 New Option for every 5
	Shares held.
	Eligible Shareholders are those persons registered as
	holders of Shares at 5.00 pm (AWST) on the Record Date
	with registered addresses in Australia or New Zealand.
	The number of New Options to which you are entitled is
	shown on the Entitlement and Acceptance Form
	accompanying this Prospectus. Fractional Entitlements
	have been disregarded.
Shortfall Applications:	The Company invites Eligible Shareholders to participate in
	any Shortfall by applying for Additional Options in addition
	to subscribing for their full Entitlement of New Options.
Last date for	Application monies must be received by the Company's
acceptance and payment:	Share Registry by 5.00 pm (AWST) on 20 November 2009.

1.2 Opening Date and Closing Date

The Offer will open for receipt of acceptances at 9.00 am (AWST) on 9 November 2009 and will close at 5.00 pm (AWST) on 20 November 2009 (the Closing Date ). The period of the Offer may be extended by the Company in accordance with the relevant provisions of the Corporations Act and the ASX Listing Rules. Entitlement and Acceptance Forms received

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Artemis Resources Limited • Prospectus ׀ 6

after the Closing Date will be rejected and application monies will be returned without interest.

1.3 Non-renounceable Offer

The Offer is non-renounceable. This means that your right to subscribe for New Options under this Prospectus is not transferable. Any portion of your Entitlements that you decide not to accept will lapse.

1.4 Issue amount

A total of 33,333,990 New Options will be offered under the Rights Issue raising approximately $33,400, before issue costs. This is based on the number of Shares on issue at the date of this Prospectus and assumes that no Options are exercised prior to the Record Date such that the holders become Eligible Shareholders.

1.5 Entitlement

The Entitlement and Acceptance Form accompanying this Prospectus shows your Entitlement to New Options for which you may apply and the total amount you would have to pay should you choose to take up all your Rights. Your Entitlement to New Options is based on the number of Shares registered in your name on the Record Date.

You may subscribe for all or part of your Entitlement to New Options prior to the Closing Date. You can only accept this Offer by completing the Entitlement and Acceptance Form. There is no minimum subscription level.

If you apply for your full Entitlement, you may also use the Entitlement and Acceptance Form to apply for Additional Options in excess of your Entitlement.

If Eligible Shareholders do not accept all or part of their Entitlement, Additional Options comprising the Shortfall may be issued to Eligible Shareholders who apply for more than their Entitlement. If there is any Shortfall in subscriptions for New Options, the Directors, in their discretion, will determine the Eligible Shareholders to whom the Additional Options will be allocated and the amount of those allocations. There is no guarantee that you will receive Additional Options under any Shortfall.

If Applications for any Shortfall are not processed in full or in part, application moneys (without interest) will be refunded by the Company as soon as practicable after the Closing Date.

A completed and lodged Entitlement and Acceptance Form, together with a cheque for the application moneys or a BPAY® payment, constitutes a binding and irrevocable contract to buy the number of New Options specified in the Entitlement and Acceptance Form or indicated by the amount of the BPAY® payment.

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7 ׀Artemis Resources Limited • Prospectus

1.6 Shortfall

The Offer is not underwritten. However, in accordance with the ASX Listing Rules, the Directors reserve the right to place the Shortfall at their discretion. The placement price of any Shortfall will be the same price at which New Options are offered to Eligible Shareholders.

1.7 Allotment

New Options issued pursuant to the Offer will be issued and allotted within 6 Business Days after the Closing Date (unless otherwise permitted by ASX). Where Additional Options are applied for and the allotment is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Pending the issue and allotment of the New Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company on trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

It is the responsibility of Applicants to confirm the number of New Options allotted to them prior to trading in the New Options. Applicants who sell New Options before they receive notification of the number of securities allotted to them do so at their own risk. The Company disclaims all liability, whether in tort (including negligence), statute or otherwise, to persons who trade New Options before receiving notification of the number of securities allotted to them.

1.8 Reasons for the Offer and use of funds raised

The purpose of this Offer is to extend to all Shareholders the opportunity to acquire at a nominal price New Options which have the same terms as those issued to subscribers under the Company’s recent Placement. The funds raised by the Offer, approximately $33,400 (before costs), will be used for general corporate purposes.

1.9 Shareholders resident outside Australia and New Zealand

Only Eligible Shareholders registered as holders of Shares at 5.00 pm (AWST) on the Record Date with registered addresses in Australia and New Zealand may participate in the Offer.

The Company considers it is unreasonable to extend the Offer to shareholders with registered addresses outside Australia and New Zealand ( Excluded Shareholders ) having regard to the small number of such shareholders and the costs of complying with legal and regulatory requirements in each of those jurisdictions. No Prospectus or Entitlement and Acceptance Forms are being sent to the Excluded Shareholders.

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Artemis Resources Limited • Prospectus ׀ 8

The Company will send notice of the Offer to Excluded Shareholders other than Shareholders with registered addresses in the USA for information purposes only. It is the responsibility of any person who comes into possession of this Prospectus outside Australia and New Zealand to ensure compliance with all laws of their country of residence.

1.10 Terms of New Options and ranking of Shares

The New Options are subject to the terms and conditions described in this Prospectus. Shares acquired upon the exercise of New Options will be credited as fully paid and rank equally with Shares already issued.

1.11 Brokerage, stamp duty and handling fees

The Company will not pay any handling fees to ASX participating organisations in connection with the Offer. No brokerage or stamp duty is payable by Applicants in relation to the Offer. However, you may have to pay brokerage on any subsequent trading of your New Options on ASX after they have been quoted on ASX.

1.12 ASX listing

Application will be made on the date of this Prospectus for the New Options offered under this Prospectus to be granted official quotation by ASX. If the New Options are not admitted to official quotation within 3 months after the date of this Prospectus (or such longer period as may be permitted by ASIC), all issues of New Options will be void and the Company will return all application monies received without interest.

The fact that ASX may grant official quotation of the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options offered for subscription.

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9 ׀Artemis Resources Limited • Prospectus

2. Action required by Eligible Shareholders

Your Rights may be valuable. If you decide to take up all or part of your Entitlement you must do so by 5.00 pm (AWST) on 20 November 2009. All or part of your Entitlement not accepted may be taken up by other Eligible Shareholders or placed with other investors and you will receive no benefit. It is therefore important that you consider whether to take action either to take up your Entitlement in accordance with the instructions set out below, or allow them to lapse. Before allowing some of your Rights to lapse, you should consult your stockbroker or other professional adviser.

Overseas Shareholders should refer to section 1.9.

2.1 Entitlement and Acceptance Form

The enclosed Entitlement and Acceptance Form shows the number and cost of the New Options to which you are entitled. The form contains instructions for taking up your Entitlement.

2.2 If you wish to take up all your Entitlement

You should:

• (a) complete the enclosed Entitlement and Acceptance Form and return it together with your cheque, bank draft or money order drawn on an Australian bank and in Australian dollars to the Company's Share Registry in accordance with the instructions on the Entitlement and Acceptance Form; or

• (b) make a BPAY® payment using the customer reference number shown on your Entitlement and Acceptance Form for the total amount of your Entitlement as shown on the form, in which case you do not need to return your Entitlement and Acceptance Form.

2.3 If you wish to take up all your Entitlement and apply for Additional Options

You should:

• (a) complete the enclosed Entitlement and Acceptance Form by inserting the number of Additional Options (not being the New Options comprising your Entitlement as specified on the Entitlement and Acceptance Form) you wish to apply for under this Prospectus and return it together with your cheque, bank draft or money order drawn on an Australian bank and in Australian dollars to the Company's Share Registry in accordance with the instructions on the Entitlement and Acceptance Form; or

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Artemis Resources Limited • Prospectus ׀ 10

• (b) make a BPAY® payment using the customer reference number shown on your Entitlement and Acceptance Form for the total amount of your Entitlement and any Additional Options, in which case you do not need to return your Entitlement and Acceptance Form.

There is no guarantee that you will be issued any Additional Options in addition to the New Options comprising your Entitlement.

2.4 If you wish to take up part of your Entitlement

You should:

• (a) complete the enclosed Entitlement and Acceptance Form by inserting the number of New Options you wish to apply for under this Prospectus and return it together with your cheque, bank draft or money order drawn on an Australian bank and in Australian dollars to the Company's Share Registry in accordance with the instructions on the Entitlement and Acceptance Form; or

• (b) make a BPAY® payment using the customer reference number shown on your Entitlement and Acceptance Form for the amount of your Entitlement you wish to take-up, in which case you do not need to return your Entitlement and Acceptance Form.

2.5 If you do not wish to accept any part of your Entitlement

You are not required to take any action. Your Entitlement will automatically lapse.

2.6 Payment for New Options

Application moneys for the New Options are payable in full by payment of $0.001 per New Option. Please do not forward cash. Cheques should be made payable to “Artemis Resources Limited” and crossed “Not Negotiable”.

2.7 Receipt of Applications

Your completed Entitlement and Acceptance Form, together with the accompanying cheque, or your BPAY® payment must reach the Share Registry no later than 5.00 pm (AWST) on 20 November 2009 or such later date as the Directors may determine. The Company will not be responsible for any postal or delivery delays.

2.8 Enquiries

If you have any questions regarding your Entitlement, please contact the Company by telephone on (02) 9299 8898 or contact your stockbroker or other professional adviser.

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11 ׀Artemis Resources Limited • Prospectus

2.9 Validity of Applications

If the Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment of application moneys is for the wrong amount or if the Entitlement and Acceptance Form is not received by 5.00 pm (AWST) on the Closing Date, it may still be treated as a valid application. The Directors' decision whether to treat the Entitlement and Acceptance Form as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. However, an Applicant will not be treated as having applied for more New Options (or Additional Options, as the case may be) than is indicated by the amount of the cheque for the application moneys. A BPAY® payment will be regarded as an application for the number of New Options (and Additional Options as appropriate) indicated by the amount of the BPAY® payment.

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Artemis Resources Limited • Prospectus ׀ 12

3. Company Overview

Artemis is a diversified resource investment company with exposure to uranium, base metals and gold in both Western Australia and Niger. Artemis also invests in, and provides finance for companies and projects, within the mining and resources industry.

3.1 Projects

The Company’s exploration projects include:

(a) Bamboo Creek/Spinifex Ridge (WA) (iron ore & molybdenum)

Located in the eastern Pilbara adjacent to the world class Spinifex Ridge Molybdenum-Copper project held by Moly Mines Limited and within the Bamboo Creek Gold Mining Centre. The project is along a strike of banded iron formations identified by Moly Mines Limited and Haoma Limited.

(b) Mt Clement (WA) (gold, lead & silver)

Located in the Ashburton region, the project has an indicated resource of 526,000 tonnes grading 2.40g/t gold for 40,600 ounces and an inferred resource of 607,000 grading 2.4% lead, 25g/t silver, 1.7% antimony and 0.22g/t gold.

A new drilling programme to test an exciting magnetic anomaly and infill the gold resource is scheduled for the fourth quarter of 2009.

(c) Yandal (WA) (gold)

Located in the Yandal Greenstone Belt in the Eastern Goldfields, the project has inferred resources of 320,000 tonnes grading 2.29g/t gold at Lowlands and 39,600 tonnes grading 6.47g/t gold at Slav Well for a combined resource of 32,000 ounces.

(d) Mundong Well (WA) (uranium)

Located in the Ashburton region, Artemis currently holds 100% of the Mundong West project and a 20% free carried interest in the Mundong Well. The Mundong Well project has returned six rock chip samples with uranium grades in excess of 1,000 ppm and a further nine samples with grade between 100 and 1,000 ppm.

Artemis has reached a conditional agreement with KTL Technologies Limited ( KTL ) to acquire the remaining 80% interest in Mundong Well. The agreement is conditional on satisfactory results of Artemis’ due diligence and KTL obtaining any necessary shareholder approval for the sale.

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13 ׀Artemis Resources Limited • Prospectus

(e) Niger (Central Africa) (uranium)

Located in the Tim Mersoi basin in northeast Niger, a region which produces 9% of the world’s uranium. Artemis holds 51% of the Tag I & IV project which is adjacent to the Teguidda deposit (15,000 tonnes U3O8 currently being developed by a Chinese company, SinoU).

Artemis will continue to evaluate project acquisition opportunities in this world class uranium province.

(f) Cambridge Creek (WA) (uranium), Yangibana (WA) (uranium & rare earths) and Bali Hi (WA) (uranium, copper & gold)

Artemis has also recently reached an agreement with GTI Resources Ltd ( GTI ) for the Company to acquire a majority interest in the Cambridge Creek, Yangibana and Bali Hi projects. On acquisition of the interests, Artemis will enter into a joint venture with GTI whereby GTI’s remaining interests in the above projects will be free carried to the commencement of a bankable feasibility study. Key terms of the agreement include:

• completion is subject to satisfactory due diligence to be completed by Artemis by 6 November 2009;

• payment by Artemis of $150,000 (including $50,000 which will be paid as a deposit) plus 3,000,000 Artemis Shares; and

• Artemis will meet all first year minimum expenditure commitments in relation to the projects (totaling $205,000), including $75,000 on Cambridge Creek, $100,000 on Yangibana and $30,000 on Bali Hi.

Further information on Artemis’ exploration projects can be obtained from the Artemis 2009 Annual Report which is available at www.artemisresources.com.au.

3.2 Corporate

Following Shareholder approval on 7 October 2009, Artemis completed a Placement under which the Company issued 48.1 million Shares together with 24.05 million attaching Options raising approximately $2.4 million before issue costs. In addition, the Company has completed a Share Purchase Plan under which Shareholders will be issued 38 million Shares raising approximately $1.9 million before issue costs.

The funds raised by the Placement and Share Purchase Plan ensure that Artemis is in a strong position to pursue its exploration and development goals.

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Artemis Resources Limited • Prospectus ׀ 14

4. Effect of the Offer on the Company

4.1 Effect on Capital Structure

(1) Current Capital Structure

As at the date of this Prospectus, the Company has the following securities on issue:

Shares	166,699,952
Options	24,054,820
Unlisted options	2,000,000

(2) Capital Structure after the Offer

Subject to the assumptions set out below, immediately following the Offer the Company will have the following securities on issue:

Shares	166,699,952
Options	57,394,810
Unlisted options	2,000,000

The tables above reflect all Shares and Option issued by the Company in connection with the Placement and Share Purchase Plan and assume that no Shares are issued prior to the Record Date as a result of an exercise of Options and the maximum number of New Options available under the Rights Issue are issued and allotted by the Company.

4.2 Effect on Consolidated Balance Sheet

Set out below is the audited consolidated balance sheet of the Company as at 30 June 2009, together with an unaudited consolidated pro forma balance sheet of the Company as at 30 June 2009 incorporating the effects of the recent Placement, Share Purchase Plan and the Rights Issue.

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15 ׀Artemis Resources Limited • Prospectus

		Audited	Unaudited Pro-
	Notes	Consolidated	forma Consolidated
		30 June 2009	30 June 2009
Current Assets
Cash and cash equivalents	1	1,899,088	6,187,910
Trade and other receivables		146,574	146,574
Other current assets		31,250	31,250
Total Current Assets		2,076,912	6,365,734
Non-Current Assets
Trade and other receivables		0	0
Financial assets		1,275,000	1,275,000
Plant and equipment		25,111	25,111
Exploration, evaluation and
development		3,708,352	3,708,352
Total Non-Current Assets		5,008,463	5,008,463
Total Assets		7,085,375	11,374,197
Current Liabilities
Trade and other payables		364,155	364,155
Short-term borrowings			0
Total Current Liabilities		364,155	364,155
Non-Current Liabilities
Long-term borrowings			0
Deferred Tax Liability		381,000	381,000
Total Non-Current Liabilities		381,000	381,000
Total Liabilities		745,155	745,155
Net Assets		6,340,220	10,629,042
Equity
Share Capital	2	12,445,411	16,700,893
Reserves	3	1,494,211	1,527,551
Accumulated losses	4	(7,574,380)	(7,574,380)
Parent entity interest		6,365,242	10,654,064
Minority equity interests		(25,022)	(25,022)
Total Equity		6,340,220	10,629,042

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Artemis Resources Limited • Prospectus ׀ 16

Notes to unaudited consolidated pro forma balance sheet

Note 1 – Cash and Cash Equivalents

Description		$
As at 30 June 2009 1st Tranche Placement announced on 17 September 2009 2nd Tranche Placement announced on 17 September 2009 Allotted as a placement to broker Issued under Share Purchase Plan 1 for 5 Rights Issue of Options Less: cash costs associated with Capital Raisings Pro Forma as at 20 October 2009		1,899,088 589,343 1,816,139 15,000 1,900,000 33,340 (65,000)
		6,187,910

Note 2 – Share Capital

Description	Shares	$
As at 30 June 2009 1st Tranche Placement announced on 17 September 2009 2nd Tranche Placement announced on 17 September 2009 Issued to broker in lieu of corporate fees Allotted as a placement to broker Issued under Share Purchase Plan Less: costs associated with Capital Raisings Pro Forma as at 20 October 2009	77,220,312 11,786,861 36,322,779 3,070,000 300,000 38,000,000 0	12,445,411 589,343 1,816,139 153,500 15,000 1,900,000 (218,500)
	166,699,952	16,700,893

Note 3 – Reserves

Description		$
As at 30 June 2009 5 for 1 Rights Issue of Options Pro Forma as at 20 October 2009		1,494,211 33,340
		1,527,551

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17 ׀Artemis Resources Limited • Prospectus

Note 4 – Accumulated Losses

Description		$
As at 30 June 2009 Broker fees (for which shares were issued as consideration) Pro Forma as at 20 October 2009		(7,574,380) (153,500)
		(7,727,880)

4.3 Basis of preparation

The unaudited consolidated pro forma balance sheet has been prepared by PKF Corporate Advisory (East Coast) Pty Limited on the following basis:

• (a) there has been no movement in other receivables, other current assets, noncurrent assets, current and non-current liabilities since 30 June 2009;

• (b)

• no Shares are issued prior to the Record Date as a result of an exercise of Options;

• (c) PKFCA does not express any opinion on taxation matters in relation to the proforma balance sheet and tax effect accounting has not been applied in the proforma balance sheet;

• (d) estimated transaction costs associated with the Placement, Share Purchase Plan and Rights Issue have been written-off against the capital raised;

• (e) share-based payment of $153,500 to the broker in relation to the Placement, in lieu of cash fees has been expensed;

• (f) 100% take-up of the Rights Issue is assumed; and

• (g) no allowance has been made for the potential acquisition of assets and issue of securities in relation to the conditional agreements to acquire interests in Mundong Well and in the Cambridge Creek, Yangibana and Bali Hi projects announced on 6 and 7 October 2009.

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Artemis Resources Limited • Prospectus ׀ 18

5. Rights & liabilities attaching to New Options and Shares

5.1 Rights and liabilities attaching to New Options

The following is a summary of the rights and liabilities attaching to the New Options.

• (a) Each New Option entitles the holder to acquire one Share.

• (b) The New Options are exercisable at any time on or prior to 5.00pm AWST on 30 June 2011 ( Option Exercise Period ) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the New Options are exercised to the registered office of Artemis or to the Share Registry of Artemis.

• (c) The New Option exercise price is $0.05 per New Option.

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

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

• (g) New Option holders shall be permitted to participate in new issues of securities on the prior exercise of New Options in which case the New Option holders shall be afforded the period of at least nine Business Days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their New Options.

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

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

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

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

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19 ׀Artemis Resources Limited • Prospectus

• (l) The New Options will be recorded on the Company's register of Option holders maintained at the Share Registry. The register will be open for inspection by a New Option holder free of charge. Shares to be allotted on the exercise of New Options will be recorded on the Company's share register.

• (m) Quotation of the New Options on the ASX will be sought.

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

5.2 Rights and Liabilities Attaching to Shares

A summary of the rights attaching to Shares is set out below. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of Shareholders. Full details of the rights attaching to the Shares are set out in the constitution of the Company ( Constitution ), a copy of which can be inspected at the Company’s registered office during normal business hours.

(a) Voting

Every Shareholder present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands, and on a poll every Shareholder who is present in person or by proxy, attorney or representative has one vote for every Share held by him or her, but, in respect of partly paid Shares, shall have a fraction of a vote for each partly paid share.

A poll may be demanded before a vote is taken, or before or immediately after the declaration of the result of the show of hands by the chairperson of the meeting, by at least five Shareholders having the right to vote at the meeting, or by any one or more Shareholders who are together entitled to not less than five percent of the total voting rights of all those Shareholders having the right to vote on the resolution.

(b) Dividend

The Directors may from time to time declare dividends out of the profits of the Company. Subject to any rights or restrictions attaching to any Shares or classes of Shares, all dividends must be paid to members in proportion to the number of, and the amounts paid on, Shares held.

(c) Transfer of Shares

Subject to the Constitution, the ASX Listing Rules, the ASTC Settlement Rules and any other laws the Shares are freely transferable.

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Artemis Resources Limited • Prospectus ׀ 20

(d) Further Share issues

The Directors may (subject to restrictions on the allotment of Shares imposed by the Constitution, the Corporations Act and the ASX Listing Rules) allot or otherwise dispose of Shares on such terms and conditions as they see fit.

(e) Meetings and notice

Directors may convene a general meeting of the Company whenever they think fit. Shareholders may call meetings as provided by the Corporations Act. Each Shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the ASX Listing Rules.

(f) Winding up

Subject to the rights of any Shareholders (if any) entitled to Shares with special rights in a winding-up, all monies that are to be distributed to Shareholders on a winding up will be distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the Shares.

(g) Alteration of rights

Rights attached to any class of shares in the Company may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

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21 ׀Artemis Resources Limited • Prospectus

6. Risks

There are a number of factors, both specific to Artemis and of a general nature, which may affect the future operating and financial performance of Artemis and the value of an investment in Artemis. Some of these factors can be mitigated by the use of safeguards and appropriate commercial action. However, many are outside the control of Artemis and cannot be mitigated.

This section describes certain risks associated with an investment in Artemis. Prior to accepting their Entitlements or applying for Additional Options, Applicants should carefully consider the following risk factors, as well as the other information contained in this Prospectus.

6.1 Exploration, development, mining and processing risks

The business of mineral exploration, project development and mining by its nature contains elements of inherent risk. Ultimate success of these activities is dependent on many factors such as:

• (a) the discovery and/or acquisition of economically recoverable ore reserves;

• (b) access to adequate capital for project development;

• (c)

• securing and maintaining title to tenements;

• (d) obtaining consents and approvals necessary for the conduct of exploration and mining;

• (e) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants; and

• (f) adverse weather conditions over prolonged periods, environmental hazards, industrial accidents, technical failures, labour disputes, unusual rock formations, fire, explosions and other incidents beyond Artemis's control which can adversely affect exploration, mine development and mining operations and the timing of revenues.

Whether or not income will result from projects undergoing exploration and development programs depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development and mining operations.

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Artemis Resources Limited • Prospectus ׀ 22

6.2 Commodity prices

If the Company achieves success which results in mineral production, it is anticipated that any revenues will primarily be derived from the sale of commodity metals or concentrates. Consequently, any future earnings are likely to be closely related to the price of these commodities.

Metal prices may fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for the minerals, forward selling by producers, and production cost levels in the various producing regions.

Moreover, metal prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates, currency and exchange rate fluctuations, and global and regional demand for, and supply of, the minerals as well as general global economic conditions. These factors may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

6.3 General economic risks and business climate

Share market conditions may affect the price of Artemis's listed securities regardless of operating performance. Share market conditions are affected by many factors such as:

• (a) general economic outlook;

• (b) taxation;

• (c) movements in or outlook on interest rates and inflation rates;

• (d) currency fluctuations;

• (e) commodity price movements;

• (f) changes in investor sentiment towards particular market sectors; and

• (g) the demand for and supply of capital.

6.4 Environmental considerations

The Company's operations and proposed activities are subject to laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with most exploration and mining operations, the Company's activities are expected to have a variety of environmental impacts, especially if advanced exploration or mine development proceeds. The Company conducts its activities in an environmentally responsible manner and in accordance with applicable laws and regulations.

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23 ׀Artemis Resources Limited • Prospectus

6.5 Native title and aboriginal heritage

The effect of the present laws in respect of native title that apply in Australia is that mining tenement applications and existing tenements may be affected by native title claims or procedures. This may preclude or delay granting of exploration and mining tenements and considerable expenses may be incurred negotiating and resolving issues, including any compensation arrangement reached in settling native title claims lodged over any of the tenements held or acquired by Artemis.

The presence of Aboriginal sacred sites on tenements held by Artemis or its subsidiaries may limit or preclude exploration or mining activities within spheres of influence on those sites and delays and expenses may be experienced in obtaining clearances.

6.6 Personnel

The success of Artemis's existing and proposed operations depends to some extent on the ability of Artemis to attract and retain qualified and capable staff and consultants to perform geological, exploration, analytical, geotechnical, engineering, metallurgical and mining work.

If Artemis is unable to retain the necessary qualified personnel, the quality of its operations and performance may be adversely affected.

6.7 Additional financing requirements

Exploration and feasibility costs will reduce the cash reserves of Artemis, which may not be replaced through future mining operations, should these not eventuate, prove unsuccessful or perform below acceptable levels. Artemis would then be dependent on seeking further capital elsewhere, through equity, debt or joint venture financing, to support long term exploration and evaluation of its projects. Artemis can give no assurances that, if such further capital is required, it can be obtained on terms favourable to Artemis, if at all.

6.8 Title risk

Under the mining and exploration permits and licences and certain other contractual agreements to which Artemis is or may in the future become party, Artemis is or may become subject to payment and other obligations. In particular, exploration licence holders are required to meet the prescribed expenditure conditions imposed upon the Company by the governments of Western Australia and Niger. Failure to meet these expenditure commitments will render licences liable to be forfeited unless a total or partial exemption is granted.

Further, there is no guarantee that current or future applications, extensions or renewals of the tenements in which the Company has an interest will be granted.

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Artemis Resources Limited • Prospectus ׀ 24

6.9 Sovereign Risk

The capacity to explore a mine, as well as industry profitability generally, can be affected by changes in government policy which is beyond the control of the Company. The Company holds 51% of its project in the Tim Mersoi basin in northeast Niger, which is located in Africa. Future government activities and policies concerning the economy, foreign ownership or the operation and regulation of facilities such as mines or mineral exploration operations could have a significant effect on the Company. A significant change in government activities or policies in Niger could have a material adverse effect on the Company’s Niger project and the Company’s prospects.

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25 ׀Artemis Resources Limited • Prospectus

7. Additional Information

7.1 Market prices of Shares and Options

The last sale price of Shares and Options on ASX on 23 October 2009 (the last trading day prior to the announcement of the Offer) and the highest and lowest market sale prices of Shares and Options on ASX during the 12 months immediately preceding the date of this Prospectus were:

Prospectus were:
	Last	Highest	Lowest
Shares	$0.08	$0.205	$0.027
(ASX Code: ARV)
Options	-	-	-
(ASX Code: ARVOB)

The Options, which have been granted quotation by ASX, have yet to trade.

7.2 Taxation implications

The Directors do not consider that it is appropriate to give potential Applicants advice regarding the taxation consequences of applying for New Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to potential Applicants. Applicants should, therefore, consult their own professional tax advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

7.3 Competent person

The information in this Report that relates to Exploration Results is based on information compiled by Ed Mead who is a member of the Australian Institute of Mining and Metallurgy and is an independent consultant. Ed Mead’s services are provided under contract by Doraleda Pty Ltd, a company in which Ed Mead has an interest as a Director. Ed Mead 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’. Ed Mead consents to the inclusion in the report of the matters based on their information in the form and context in which it appears

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Artemis Resources Limited • Prospectus ׀ 26

7.4 Clearing house electronic sub-register system and issuer sponsorship

The Company will not be issuing share certificates. The Company will apply to ASX to participate in the Clearing House Electronic Sub-register System (CHESS), for those Eligible Shareholders who have, or wish to have, a sponsoring stockbroker. Eligible Shareholders who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to Eligible Shareholders. Instead, Eligible Shareholders will be provided with a holding statement (similar to a bank account statement) that sets out the number of New Options allotted to them under this Prospectus.

The notice will also advise holders of their Holder Identification Number or Securityholder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Monthly statements will be provided to Shareholders if there have been any changes in their security holding in the Company during the preceding month.

Arrangements can be made at any subsequent time to convert a Shareholder's holding from the issuer sponsored subregister to the CHESS subregister under sponsorship of a broker, or the reverse, by contacting the Company's Share Registry and/or the Shareholder's broker.

7.5 Dividend policy

The Company does not anticipate paying dividends for the forthcoming financial year.

7.6 Litigation

Artemis is not involved in any legal or arbitration proceedings, nor so far as the Directors are aware, are any such proceedings pending or threatened by or against Artemis.

7.7 ASX listing, continuous disclosure and documents available for

inspection

• (1) The Company is a disclosing entity for the purposes of the Corporations Act. As a disclosing entity, the Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for continuously quoted securities.

• (2) The New Options to be issued pursuant to this Prospectus are in a class of securities that are continuously quoted securities. This means that the Company's fully paid ordinary shares in the same class as offered by this Prospectus are listed on a registered securities exchange, being the ASX, and were quoted continuously for the past 12 months.

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27 ׀Artemis Resources Limited • Prospectus

• (3) The Company states that:

• (a) as a disclosing entity under the continuous disclosure regime, it is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules;

• (b) these obligations include compliance with the requirements of the ASX Listing Rules concerning notification of information to the ASX which require the Company (subject to certain exceptions) to notify ASX immediately of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of the Shares; and

• (c) copies of documents lodged with ASIC in relation to the Company (which are not documents of the type referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, an office of ASIC.

• (4) Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific disclosure requirements of the ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus. No information has been excluded from any continuous disclosure notice given by the Company in accordance with the ASX Listing Rules which is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

• (a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

• (b) the rights and liabilities attaching to the New Options.

• (5) As this Prospectus is issued pursuant to section 713 of the Corporations Act, it is required to contain all information investors and their professional advisers would reasonably require to make an informed assessment of:

• (a) the effect of the Offer on the Company; and

• (b) the rights and liabilities attaching to the New Options.

• (6) As such, this Prospectus is not required to provide information regarding the assets and liabilities, financial position and performance, profits and losses and prospects of the Company on the basis that such information is available through continuous disclosure notices given by the Company in accordance with its obligations under the ASX Listing Rules and the Corporations Act.

• (7) At any time prior to the Closing Date, any person may request, and the Company will provide free of charge, a copy of the following documents:

• (a) the annual report of the Company for the year ended 30 June 2009 being the most recently lodged annual report of the Company before the date of this Prospectus; and

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Artemis Resources Limited • Prospectus ׀ 28

• (b) any continuous disclosure notices given by the Company to the ASX after the lodgment of the annual report of the Company for the year ended 30 June 2009 with ASIC and before the lodgment of a copy of this Prospectus with ASIC.

All documents referred to above are separate documents to this Prospectus and are not incorporated by reference in this Prospectus.

• (8) Since the date of the lodgment of the annual report of the Company for the year ended 30 June 2009, the Company has made the following announcements to ASX:

Date	ASX Announcement
23/10/2009	Appendix 3B SPP Plan
23/10/2009	Share Purchase Plan Results
23/10/2009	Thorpe Road Noms lodges Form 603 advising 5.4%
21/10/2009	Notice of Annual General Meeting/Proxy Form
21/10/2009	Annual Report to shareholders
19/10/2009	Notice of intention to release 31 Oct escrowed securities
15/10/2009	708A Cleansing Notice
15/10/2009	Change of Director`s Interest Notice
12/10/2009	Appendix 3B
12/10/2009	2nd Tranche Allotted Completing Raising of $2.4 million
8/10/2009	Section 708A Cleansing Notice
7/10/2009	EGM Meeting Results
7/10/2009	Agreement re Interest in Gascoyne and Ashburton Projects
7/10/2009	Mundong Well Uranium Project
2/10/2009	Share Purchase Plan Offer Documents
2/10/2009	Change of Director`s Interest Notice
2/10/2009	Options Expired 30 Sept 2009
1/10/2009	Placement ― $2.4m raised and 1st tranche allotted
1/10/2009	Appendix 3B

The above documents are available from the ASX webpage at www.asx.com.au and the Company’s webpage at www.artemisreources.com.au.

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29 ׀Artemis Resources Limited • Prospectus

7.8 Interests of Directors

(1) Interests

Other than as stated in this Prospectus:

• (a) no Director, proposed director or promoter of the Company, and no firm in which a Director or proposed director of the Company is a partner, holds or has held at any time during the 2 years before the date of this Prospectus, any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with the formation or promotion of the Company, or the Offer; and

• (b) no amount has been paid or agreed to be paid and no benefit has been given or agreed to be given to:

• (i) any Director or proposed director to induce him or her to become, or to qualify as, a director of the Company, or otherwise for services rendered by him in connection with the formation or promotion of the Company or the Offer; or

• (ii) any Director, proposed director or promoter of the Company for services that he or she has provided in connection with the formation or promotion of the Company or the Offer.

(2) Interests in Securities

At the date of this report the Directors held a relevant interest in the following securities of Artemis:

Director	Shares	Options
Sevag Chalabian	650,814	0
John Miles	0	0
Frans Voermans	0	0
Jonathan Robinson	10,000	5,000

The Directors reserve the right to take up their Entitlement to New Options offered under this Prospectus and to apply for New Options under the Shortfall.

(3) Remuneration

The Directors are entitled to directors' fees and other emoluments from the Company which are disclosed in the Company's annual report for the year ended 30 June 2009.

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Artemis Resources Limited • Prospectus ׀ 30

7.9 Interests of advisers

Except as disclosed in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm or company with which those persons is or was associated holds, or has held within two years before the date of this Prospectus, any interest in:

• (1) the formation or promotion of the Company;

• (2) any property acquired or proposed to be acquired by, the Company in connection with its formation or promotion or the Offer; or

• (3) the Offer.

Except as disclosed in this Prospectus no amounts of any kind (whether in cash or Shares or Options or otherwise) have been paid or agreed to be paid to any promoter or person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus nor any firm or company with which those persons is or was associated, for services rendered by that person in connection with the preparation or distribution of this Prospectus.

• (1) Mills Oakley Lawyers will be paid approximately $32,500 (exclusive of GST) for legal services in relation to this Prospectus; and

• (2) PKF Corporate Advisory (East Coast) Pty Limited will be paid approximately $3,000 (exclusive of GST) for accounting services in relation to this Prospectus.

7.10 Consents

Each of the parties referred to in this section:

• (1) has given the following consents in accordance with the Corporations Act which have not been withdrawn as at the date of the lodgment of this Prospectus with ASIC;

• (2) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by any of those parties, other than as specified in this section;

• (3) has not made any statement on which a statement in this Prospectus is based, other than as specified in this section; and

• (4) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of the Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

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31 ׀Artemis Resources Limited • Prospectus

Mills Oakley Lawyers has given, and at the time of lodgment of this Prospectus, has not withdrawn, its consent to be named in this Prospectus as the Company’s lawyers in the form in which it is named.

PKF Corporate Advisory (East Coast) Pty Limited has given, and at the time of lodgment of this Prospectus, has not withdrawn, its consent to be named in this Prospectus as the Company’s accountants in the form in which it is named.

Security Transfer Registrars Pty Limited has given, and at the time of lodgment of this Prospectus, has not withdrawn, its consent to be named in this Prospectus as the Company’s share registry, in the form and context in which it is named.

RSM Bird Cameron Partners has given, and at the time of lodgment of this Prospectus, has not withdrawn, its consent to be named in this Prospectus as the Company’s auditor, in the form and context in which it is named.

7.11 Expenses of the Offer

The total expenses of the Offer payable by the Company are estimated at $45,000. These estimated expenses include ASX and ASIC fees, legal fees, fees for other advisers, prospectus printing and other miscellaneous expenses.

7.12 Privacy statement

If you complete an application for Shares, you will be providing personal information to the Company (directly or through by the Company’s Share Registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s Share Registry.

You can access, correct and update personal information that is held about you. If you wish to do so please contact the Company’s Share Registry at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note if the information required on the application for Shares is not provided, the Company may not be able to accept or process your application.

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Artemis Resources Limited • Prospectus ׀ 32

7.13 Directors' authorisation and consent

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with section 720 of the Corporations Act, each Director has given, and has not withdrawn, before the date of this Prospectus, his consent to the lodgment of this Prospectus with ASIC.

Dated: 26 October 2009

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Sevag Chalabian Non Executive Chairman

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33 ׀Artemis Resources Limited • Prospectus

8. Corporate Directory

Directors	Sevag Chalabian(Non-Executive Non Executive Chairman)
	John Miles (Non-Executive Independent Director)
	Frans Voermans (Non-Executive Independent Director)
	Jonathan Robinson (Non-Executive Independent Director)
Company Secretary	John Hartigan
Registered &	Level 10
Corporate Office	1 Margaret Street
	Sydney NSW 2000
	Tel: (02) 9299 8898
	Fax: (02) 9262 2885
Share Registry	Security Transfer Registrars Pty Limited
	770 Canning Highway
	Applecross WA 6953
	Tel: (08) 9318 2333
	Fax: (08) 9315 2233
Auditor	RSM Bird Cameron Partners
	Level 12
	60 Castlereagh Street
	Sydney NSW 2000
Lawyers to the Offer	Mills Oakley Lawyers
	Level 34
	60 Margaret St
	Sydney NSW 2000
Website	www.artemisresources.com.au

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Artemis Resources Limited • Prospectus ׀ 34

9. Glossary

$	Australian Dollars
Additional Options	New Options which may, at the Board's discretion, be allocated
	out of any Shortfall in subscriptions for New Options
Applicant	A person who, or body corporate which, submits an Entitlement
	and Acceptance Form
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange Limited ACN 008 624 691
ASX Listing Rules	The official listing rules of the ASX
AWST	Australian Western Standard Time
Board	The board of Directors
Business Day	A day (other than a Saturday or Sunday)	on which banks are
	generally open in Sydney for normal business
Closing Date	The date on which the Offer closes being 5.00 pm (AWST) on 20
	November 2009 or such other date as	determined by the
	Company
CompanyandArtemis	Artemis Resources Limited ABN 80 107 051 749
Corporations Act	Corporations Act 2001 (Cth)
Directors	The directors of the Company
Eligible Shareholder	A Shareholder whose registered address is	in Australia or New
	Zealand and who is a Shareholder at 5.00	pm (AWST) on the
	Record Date
Entitlement	Entitlement of Eligible Shareholders to New	Options to be issued
	under the Offer
Entitlement and	The personalised entitlement and	acceptance form
Acceptance Form	accompanying this Prospectus
New Options	Options offered in this Prospectus
Offer	The offer of New Options pursuant to this Prospectus
Opening Date	The date on which the Offer opens being 9.00 am (AWST) on 9
	November 2009 or such other date as	determined by the
	Company
Option	An option to acquire Shares exercisable at $0.05 per Option and
	expiring on 30 June 2011 andOptionshas a corresponding
	meaning

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35 ׀Artemis Resources Limited • Prospectus

Placement	The placement by Artemis of 48.1 million Shares together with
	24.05 million attaching Options completed on 7 October 2009,
	which raised approximately $2.4 million before issue costs.
Prospectus	This prospectus under which the Offer is being made
Record Date	5.00 pm (AWST) on 4 November 2009
Right	The right to subscribe for 1 New Option for every 5 Shares held
	by an Eligible Shareholder on the Record Date, andRightshas a
	corresponding meaning
Rights Issue	The transaction under which the Company offers to issue New
	Options under the terms of this Prospectus
Share Purchase Plan	The share purchase plan undertaken by the Company under
	which 38 million Shares were issued, completed on 23 October
	2009, which raised approximately $1.9 million before issue costs
Share	A fully paid ordinary share in the capital of the Company
Shareholder	A registered holder of Shares
Share Registry	Security Transfer Registrars Pty Limited
Shortfall	The difference between the total number of New Options offered
	to Eligible Shareholders under the Offer and the number of New
	Options applied for on a pro rata basis in exercise of the Rights

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