Artemis Resources Limited — Capital/Financing Update 2010

Sep 28, 2010

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28 September 2010

RENOUNCEABLE RIGHTS ISSUE

Artemis is pleased to announce that it has today lodged a prospectus for a renounceable rights issue to shareholders.

On 20 September 2010 Artemis Resources Limited (ACN 107 051 749) ( Artemis or Company ) announced that eligible shareholders will have the opportunity to participate in a pro-rata renounceable rights issue to raise approximately $2.478 million. Under the rights issue, existing shareholders of Artemis will be entitled to subscribe for 1 new share for every 6 shares held on the record date at an issue price of 5.5 cents per share, together with 1 free attaching option for every 4 new shares issued under the rights issue ( Rights Issue ).

The Rights Issue is fully underwritten by Patersons Securities Limited ( Underwriter ). In the event of any shortfall in the rights issue, shareholders who take up their full entitlement will be entitled to apply for additional shortfall shares. In accordance with ASX Listing Rules, the directors reserve the right to place the shortfall at their discretion.

The offer will be made pursuant to a prospectus which will be sent to eligible shareholders on 14 October 2010. If you wish to participate in the rights issue you will need to complete and return the personalised entitlement and acceptance form that will accompany the prospectus. Overseas shareholders will receive a copy of the prospectus for information purposes only.

ABN: 80 107 051 749 Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: info@artemisresources.com.au Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 2205 www.artemisresources.com.au 3035280_052.DOC

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Proposed Timetable

The current proposed timetable for the Rights Issue is set out below. The dates are indicative only and Artemis reserves the right to vary the dates subject to the Corporations Act 2001, the Listing Rules of the ASX ( Listing Rules ) and other applicable law.

Prospectus lodged with ASIC 28 September 2010 Securities quoted on an “Ex” basis 6 October 2010 Rights trading commences 6 October 2010 Record Date to determine Entitlements pursuant to the Rights Issue 12 October 2010 Prospectus with Entitlement and Acceptance form dispatched to Shareholders 14 October 2010 Rights trading ends 21 October 2010 Closing date for acceptance and receipt of applications under the Rights Issue 28 October 2010 Notify ASX of under subscriptions 1 November 2010 Dispatch of holding statements 4 November 2010

*The Directors reserve the right to vary the key dates without prior notice, subject to the Listing Rules.

Dealing with Entitlements

Shareholders have the following alternatives available in relation to the Rights Issue:

1. acceptance of entitlement in full;

2. partial acceptance of their entitlement;

3. transfer part or all of their entitlement to another party;

4. sale of all or part of their entitlement; or

5. allow their entitlement to lapse.

ABN: 80 107 051 749 Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: info@artemisresources.com.au Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 2205 www.artemisresources.com.au 3035280_052.DOC

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Information required to be given to you in accordance with the Listing Rules

Pursuant to the Listing Rules, the Company is required to provide you certain information before proceeding with the Rights Issue. This letter contains all the information required by Appendix 3B of the Listing Rules.

1. Up to a maximum of 45,068,757 Shares and 11,267,189 Options will be issued pursuant to the Rights Issue (assuming no existing options are exercised prior to the record date).

2. The Shares rank equally in all respects from the date of allotment with the existing class of quoted Shares. The Options will rank equally in all respects from the date of allotment with the same existing class of quoted Options (ASX:ARVOB).

3. The issue price of the Shares will be 5.5 cents each. The Options will be issued for no consideration.

4. The Company will apply for quotation of the Shares and Options issued pursuant to the Rights Issue on the official list of the ASX.

5. The funds raised by the Rights Issue will be used to fund Phase 2 of drilling at the Mt Clement Gold/Silver/Copper Project and drilling at the Yandal Gold Project. Mt Clement is located in the Ashburton gold province which hosts the Mt Olympus, Xanadu and Paulsens gold mines. Yandal is located in the rich and highly prospective Yandal-Bronzewing Gold Belt.

6. It is expected the securities will be entered into uncertificated holdings or dispatch of certificate on 4 November 2010.

7. The total number and class of all securities quoted on ASX (including the maximum number of Shares and Options to be issued in the Rights Issue on an undiluted basis – ie assuming none of the Company’s options are exercised prior to the record date) is as follows:

Listed Shares	315,481,299
Options	110,610,853
The following are the securities of the Company not quoted on ASX:
Unlisted Shares	3,000,000
Unlisted	25,412,500
options

1. The following are the securities of the Company not quoted on ASX:

2. The Company currently has no dividend policy.

4. No shareholder approval for the Rights Issue is required.

5. The Rights Issue is renounceable . This means that shareholders who do not wish to subscribe for some or all of the new shares and new attaching Options offered under the Rights Issue may sell their respective rights and also enables shareholders to purchase additional rights if they wish.

ABN: 80 107 051 749

Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: info@artemisresources.com.au

Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 2205 www.artemisresources.com.au

3035280_052.DOC

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1. The Shares in the Rights Issue will be offered on the basis of 1 New Share for every 6 shares held at 7:00pm AWST on 12 October 2010, together with 1 free New Option for every 4 New shares issued.

2. The offer under the Rights Issue relates to ordinary fully paid shares and options (exercisable at $0.05 cents each on or before 30 June 2011) in the capital of the Company.

3. The record date to determine entitlements is 12 October 2010.

4. Holdings on different registers (or subregisters) will not be aggregated for calculating entitlements.

5. In determining the entitlement of shareholders, any fractional entitlement will be round up to the nearest whole number.

6. The Company will not be sending an offer under the Rights Issue to any security holders who are not resident in Australia or New Zealand as at the record date.

In compliance with Listing Rule 7.7.1 of the ASX Listing Rules, the Company has appointed a nominee for foreign holders of the Company’s securities. The Company will transfer to the nominee the rights that would otherwise be granted to the foreign holders who accept the offer. The nominee must, upon the foreign holder’s instructions, sell the rights and distribute to each of those foreign holders their proportion of the proceeds of the sale, net of expenses.

1. The closing date for receipt of acceptances or renunciations is 7:00pm AWST 28 October 2010.

2. Pursuant to the Underwriting Agreement, the Company will pay Patersons an underwriting fee of 5% of the total amount sought under the Rights Issue, plus a corporate advisory fee of $60,000, totalling approximately $183,939.

3. There is no broker to the Rights Issue.

4. Brokers will receive no handling fee for acceptances lodged by them on behalf of security holders.

5. The Prospectus for the Rights Issue and the accompanying Entitlement and Acceptance form will be sent to shareholders on 14 October 2010.

6. Existing optionholders may participate in the Rights Issue upon exercise of their options. The Company has sent a notice to option holders on 28 September 2010 to notify optionholders of their right to participate in the Rights Issue upon exercise of their options.

7. Rights trading will begin at commencement of trading on 6 October 2010.

8. Rights trading will end at close of trading on 21 October 2010.

9. 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.

ABN: 80 107 051 749

Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: info@artemisresources.com.au Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 2205 www.artemisresources.com.au 3035280_052.DOC

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1. 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.

2. 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:

3. a. a completed renunciation form (obtainable from your stockbroker or the Company’s share registry);

4. b. an Entitlement and Acceptance Form completed by the transferee; and

5. 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”.

The above information was provided to the ASX on 28 September 2010.

For further information on your entitlement, please contact your stockbroker or Artemis’ share register – Security Transfer Registrars Pty Limited on +61 8 9315 2333.

Yours faithfully,

Artemis Resources Guy Robertson Company Secretary

ABN: 80 107 051 749 Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: info@artemisresources.com.au Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 2205 www.artemisresources.com.au 3035280_052.DOC