Artemis Resources Limited — Capital/Financing Update 2010

Sep 30, 2010

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares Listed Options (ARVOB)
	45,068,757 ordinary shares 11,267,189 free attaching options on the basis of 1 option for every four shares held
	Listed Options expire 30 June 2011. Exercise price 5 c

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	Yes	Yes
	5.5.cents per share Free attaching options on basis of 1 option for everyfour shares
	Continue gold exploration programmes at Mt Clement and Yandal and for other projects.
	4 November 2010
	Number	+Class
	270,412,542 99,343,664	Shares. 5c options

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	3,000,000 2,000,000 1,750,000 10,000,000 3,562,500 250,000 3,000,000 1,350,000 3,500,000	Shares – escrowed for a period of one year 15c options exercisable before 24 November 2011 10c options exercisable before 30 June 2011 4c options exercisable before 14 December 2014 15 c options exercisable before 30 June 2012 10 c options exercisable before 30 June 2012 7 c options exercisable before 30 June 2013, with varying vesting dates and conditions 7 c options exercisable before 30 June 2012, with varying vesting dates and conditions 10 c options exercisable before 29 January2012

• 10 Dividend policy (in the case of a The Shares issued rank pari passu with all other trust, distribution policy) on the Shares with respect to dividend policy. increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval No required?

• 12 Is the issue renounceable or non‐ Renounceable renounceable?

• 13 Ratio in which the[+] securities 1 share for every six held will be offered (1 free attaching option for every four new shares)

• 14 +Class of +securities to which the Ordinary shares offer relates

• 15 +Record date to determine 12 October 2010 entitlements

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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	No
	Rounded up
	Security holders in countries other than Australia and New Zealand will not be sent offer documents
	7pm 28 October 2010 (AWST)
	Patersons Securities Limited
	5% of total amount plus corporate advisory fee of$60,000
	None
	N/A
	N/A
	N/A
	14 October 2010
	28 September 2010

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?	6 October 2010
	21 October 2010
	If you wish to sell all or part of your entitlement on the ASX, you will need to complete the section at the back of the Entitlement and Acceptance Form entitled “Sale of your Entitlement by your stockbroker in full or in part” accompanying a copy of the Prospectus to be issued to you and then forward the Form to your stockbroker. You must deal with your entitlement by close of trading on the ASX on 21 October 2010, when rights trading ceases.

	with your entitlement by close of trading on the ASX on 21 October 2010, when rights trading ceases.
31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)?	If you wish to accept part of your entitlement and sell the balance on the ASX, you will need to complete the Entitlement and Acceptance Form, accompanying a copy of the Prospectus to be issued to you, for that part of your entitlement that you wish to accept and also complete the section on the back of the Form entitled “Sale of your Entitlement by your stockbroker in full or in part”, for the balance that you wish to sell on the ASX. The completed Form should then be forwarded to your stockbroker together with a cheque for the amount due in respect of the new Shares and new attaching Options you intend to accept. You must deal with that part of your entitlement which you do not intend to accept by close of trading on the ASX on 21 October 2010 when rights trading ceases.
	If you wish to transfer all or part of your entitlement to another person other than on market using the ASX, then you will need to forward the following: a. a completed renunciation form (obtainable fromyour stockbroker or

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

33 +Despatch date	the Company’s share registry); b. an Entitlement and Acceptance Form completed by the transferee; and c. transferee’s cheque for the amount due in respect of the new Shares, to the Company’s share registry by no later than 7:00pm AWST 28 October 2010 or such other date as the Directors advise. Cheques should be made payable to Artemis Limited and crossed “Not Negotiable”.
	14 October 2010

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 – Shares and Listed Options

• (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

• See chapter 19 for defined terms.

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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

37 A copy of any trust deed for the additional[+] securities

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) Number +Class

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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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.

28 September 2010 Sign here: ............................................................ Date: ......................... (Company Secretary) Print name: Guy Robertson........................

• See chapter 19 for defined terms.

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