Artemis Resources Limited — Capital/Financing Update 2013

Jul 23, 2013

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ABN 80 107 051 749

Rights Issue Prospectus

For the renounceable pro-rata rights issue of approximately 196,116,158 New Shares, on the basis of 2 New Shares for every 5 Shares held at an issue price of $0.006 per New Share, to raise approximately $1.18 million before costs and 1 free new attaching 2014 Short-Dated Option (exercisable at $0.012 on or before 31 March 2014) and 1 free new attaching 2016 Long-Dated Option (exercisable at $0.02 on or before 31 August 2016) for every 2 New Shares subscribed for under the Prospectus.

The Offer closes at 7 pm AEST on 23 August 2013.

The Offer is partially and conditionally underwritten by Patersons Securities Limited. Refer to Section 7.13 of this Prospectus for details regarding the terms of the Underwriting Agreement.

Important Information

This document is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. 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 Shares and Attaching Options offered by this Prospectus should be considered as speculative.

1 ׀Artemis Resources Limited • Prospectus

Contents

1.	Summary of Important Dates	2
2.	Important Information	3
3.	Letter to Shareholders	5
4.	Investment Overview	6
5.	Reason for the Rights Issue and its Effect on the Company	9
6.	Risk Factors	13
7.	Details of the Offer	17
8.	Additional Information	24
9.	Directors authorisation and consent	33
10.	Corporate Directory	34
11.	Glossary	35

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Artemis Resources Limited • Prospectus ׀ 2

1. Summary of Important Dates

Event	Date
Announcement of the Offer	24 July 2013
Prospectus lodged with ASIC and ASX	24 July 2013
Existing Shares quoted on “ex” basis	29 July 2013
Rights trading commences	29 July 2013
Record Date to determine Entitlements under the Offer	2 August 2013
	7:00pm (AEST)
Prospectus and Entitlement and Acceptance Forms dispatched	9 August 2013
to Eligible Shareholders (Opening Date)	9:00am (AEST)
Last day to notify ASX of an extension to Rights trading.	15 August 2013
	12:00pm (AEST)
Rights trading ends	16 August 2013
Final date and time for receipt of acceptance	23 August 2013
and payment in full (Closing Date)	7:00pm (AEST)
Notification to ASX of Shortfall	28 August 2013
Closing date for acceptance and receipt of applications for the	30 August 2013
Shortfall by the Underwriter
Allotment and issue of New Shares and Attaching Options and	2 September 2013
dispatch of holding statements
Trading on ASX in New Shares to commence	3 September 2013

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 Shares and Attaching Options.

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3 ׀Artemis Resources Limited • Prospectus

2. Important Information

1. This Prospectus is dated 24 July 2013 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 Shares or Attaching 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) 9078 7670 prior to the Closing Date. The electronic copy of this Prospectus available from the Company’s website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY®.

3. Application for quotation of the New Shares on the ASX will be made on the date of this Prospectus. The fact that ASX may grant official quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares.

4. 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.

5. 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(1)(a) of the Corporations Act.

6. The Offer of New Shares and Attaching Options under this Prospectus is made only to Shareholders with registered addresses in Australia and New Zealand at 7.00 pm (AEST) on the Record Date. The Offer of New Shares and Attaching 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.

7. Your rights may have value. If you decide not to exercise all or part of your Rights you should consider whether to sell your Rights. It is important that you either accept or sell your Rights in accordance with the instructions in Section 7.5 of this Prospectus. Individual applicants are responsible for determining their allocations of Rights and Shares before trading in them. Eligible Shareholders who trade in Rights or Shares before receiving confirmation of their allocation do so at their own risk. Shareholders who take no action in respect of their Rights will receive no benefits. An Entitlement and Acceptance Form is enclosed with this Prospectus.

8. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice

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Artemis Resources Limited • Prospectus ׀ 4

on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

1. This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

2. This Prospectus contains forward looking statements that, despite being based on the Company’s current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward-looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘believe’, ‘should’, ‘will’, ‘may’ and similar expressions.

3. This Prospectus is subject to an exposure period of 7 days from the date of lodgment with ASIC. This period may be extended by ASIC for a further period of up to 7 days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, any Entitlement and Acceptance Form received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act. Entitlement and Acceptance Forms received prior to the expiration of the exposure period will not be processed until after the exposure period.

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5 ׀Artemis Resources Limited • Prospectus

3. Letter to Shareholders

Dear Shareholder,

I am pleased to offer you an opportunity to participate in this Rights Issue to acquire New Shares in Artemis on the basis of two (2) New Shares for every five (5) Shares held at the Record Date.

The Offer extends to all Eligible Shareholders the opportunity to acquire, proportionately to their shareholding, Shares at a discount to the market. Eligible Shareholders can also apply for Additional Securities over and above their entitlement. The issue price is $0.006, a discount of 40% to the 5 day Volume Weighted Average Price of $0.01.

Shareholders who participate in the Rights Issue will also receive 1 new free attaching 2014 ShortDated Option and 1 new free attaching 2016 Long-Dated Option for every 2 New Shares subscribed for under the Rights Issue.

The Offer is renounceable. This means that you will be able to trade your rights to these Shares, as more fully outlined in this Prospectus. Details of the Offer and investment considerations relating to the Offer are set out in the Prospectus. I recommend that you read this document carefully.

The Rights Issue is partly underwritten by Patersons Securities Limited up to $730,000.

Artemis has the support of Patersons, one of Australia's largest broking firms, and its major shareholder and two of its Directors, who have indicated their participation as sub-underwriters. This is an acknowledgment and recognition of the confidence in the management and technical team and the Company’s projects.

As recently announced, Artemis has recently been successful in its application for co-funding support of up to $140,000 from the West Australian Government’s Exploration Incentive Scheme (Round 7) for the upcoming drilling programme at the Eastern Hills antimony project. This Offer is to fund the programme that aims to upgrade the exploration target (ranging from 410,000 to 1,250,000 tonnes at a grade range of 1.5-1.9% antimony and 2.1-2.7% lead)[1] to a JORC compliant resource and to progress further to a scoping study.

The funds to be raised through this issue we believe will enable the Company to undertake work that will add to shareholder value, to be executed by a strengthened technical team with the ability to deliver results.

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

Yours sincerely,

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Guy Robertson Executive Director

1 This is an exploration target only, the potential quantity and grade is conceptual in nature, there has so far been insufficient exploration to define a Mineral Resource in compliance with the JORC Code and it is uncertain if further exploration will result in the determination of a Mineral Resource as defined by the JORC Code. The Eastern Hills exploration target was announced to the ASX on the 16[th] and 18[th] January 2013.

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Artemis Resources Limited • Prospectus ׀ 6

4. Investment Overview

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

Terms of Offer: 2 New Shares for every 5 Shares held at the Record Date or approximately 196,116,158 New Shares (assuming no further shares are issued prior to the Record Date) at an issue price of $0.006 each to raise approximately $1.18 million before the costs of the Offer.

As at the date of this Prospectus the Company has 490,290,396 Shares on issue. The Company also has 23,933,333 unlisted Options on issue.

Existing holders of Options will not be entitled to participate in the Rights Issue. Holders of Options may exercise their Options prior to the Record Date if they wish to participate in the Rights Issue.

If all of the unlisted Options currently on issue are exercised and Shares issued prior to the Record Date, the number of New Shares offered under this Prospectus will be approximately 205,689,491. If none of the unlisted Options are exercised prior to the Record Date, approximately 196,116,158 New Shares will be offered under this Prospectus.

The 5 day volume weighted average price for the Company’s Shares immediately prior to the announcement of the Rights Issue was $0.01. Entitlements: Eligible Shareholders are entitled to participate in the Rights Issue on a pro rata renounceable basis and are offered 2 New Shares for every 5 Shares held on the Record Date. Eligible Shareholders who participate in the Rights Issue will also receive 1 free attaching 2014 Short-Dated Option for every 2 New Shares issued under the Offer and 1 free attaching 2016 Long-Dated Option for every 2 New Shares issued under the Offer.

Eligible Shareholders are those persons registered as holders of Shares at 7.00 pm (AEST) on the Record Date with registered addresses in Australia or New Zealand.

The number of New Shares to which you are entitled is shown on the Entitlement and Acceptance Form accompanying this Prospectus. Fractional entitlements have been disregarded.

Terms of Free The free Attaching Options will be issued on the following terms: Attaching 2014 Short-Dated Options – exercisable at $0.012 and expiring on 31

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7 ׀Artemis Resources Limited • Prospectus

Options:	March 2014
	2016 Long-Dated Options – exercisable at $0.02 and expiring on 31
	August 2016.
Shortfall	The Company invites Eligible Shareholders to apply for Additional
Applications	Securities in addition to subscribing for the New Shares comprising
	their Entitlement. There is no guarantee you will be issued any
	Additional Securities.
Underwritten	Patersons Securities Limited is both the Lead Manager and (on a
	partial and conditional basis) the Underwriter to the Offer.
	The Offer is conditionally underwritten by the Underwriter to the
	Underwritten Amount of $730,000. The Underwriter’s obligation to
	subscribe for the Shortfall Securities is subject to satisfaction of
	certain conditions, which are set out in Section 7.13.
	The Underwriter as Lead Manager to the Offer will seek to place the
	Shortfall Securities in excess of the Underwritten Amount.
	The fees payable to Patersons Securities Limited are set out in
	Section 7.13.
	Black Swan Global Pty Ltd (“Black Swan”), whose voting power is
	17.98%, has agreed to sub-underwrite the Offer for $250,000 on a
	priority basis to other sub-underwriters. Certain Directors have also
	agreed to sub-underwrite $30,000 on a priority basis to other sub-
	underwriters. In the event no Entitlement is taken up, Black Swan’s
	relevant interest will increase to a maximum of 21.2%.

Purpose of the	The purpose of the Offer is to raise up to $1,176,697 before the	The purpose of the Offer is to raise up to $1,176,697 before the
Offer:	costs	of the Offer for:
		Drilling of the Eastern Hills antimony project, scheduled to
		commence in August 2013
		Resource estimation, metallurgical testwork and scoping study
		for the Eastern Hills antimony project
		General working capital
		Payment of the costs of the Rights Issue process including the
		underwriting fee.

A budget of how Artemis intends to use the funds, both in the case where the Company receives the Underwritten Amount and where it receives the Full Subscription, is set out in Section 5.2. As with any budget, new circumstances may change the way that funds are applied.

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Artemis Resources Limited • Prospectus ׀ 8

Risks of further The Rights Issue should be considered highly speculative. Before Investment in the deciding to subscribe under the Offer, you should consider the risk Company: factors set out in this Prospectus and all other relevant material including our public announcements and reports. Some of the specific risks relevant to an investment in the Company are:

• Exploration and development risk

• Future capital needs and additional funding

• Antimony and gold price

• Project acquisition

• Reliance on key personnel

• Risks as to title of certain of the Company’s tenements

Alternatives for The Offer is renounceable so that you are able to trade your Rights. Eligible As an Eligible Shareholder, you may: Shareholders:

• Take up all of your Rights.

• Apply for Additional Securities.

• Sell all of your Rights on ASX.

• Take up part of your Rights and sell the balance of your Rights on ASX.

• Take up part of your Rights and allow the balance of your Rights to lapse.

• Deal with part or all of your Rights other than on ASX.

• Allow all or part of your Rights to lapse.

Entitlement not Any New Shares not applied for will form part of the Shortfall. accepted by Eligible The Underwriter must apply for the Shortfall Securities up to the Shareholders:

The Underwriter must apply for the Shortfall Securities up to the Underwritten Amount in accordance with the terms of the Underwriting Agreement. The Underwriter has appointed subunderwriters to subscribe for the Shortfall up to the Underwritten Amount. Each sub-underwriter will not by its sub-underwriting increase its relevant interest in Shares to 20% or more, except as outlined in section 5.5 below.

Details of the sub-underwriting are set out in Section 7.13.

Eligible Shareholders are entitled to apply for Additional Securities. The Additional Securities will be placed at the sole and absolute discretion of the Underwriter in consultation with the Directors.

Last date for Application monies must be received by the Company's Share acceptance and Registry by 7.00 pm (AEST) on 23 August 2013. payment:

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9 ׀Artemis Resources Limited • Prospectus

5. Reason for the Rights Issue and its Effect on the Company

5.1 Background

The Company was listed on the ASX in March 2007 and is an explorer for gold, antimony and base metals. The Company has interests in exploration projects with a focus on the following commodities:

1. Antimony (Sb)

(Eastern Hills)

1. Gold (Au) (Mt Clement and Yandal)

2. Gold & Base Metals (Au, Cu, Ni) (West Pilbara)

3. Uranium (U) (Mundong Well)

The Company is making this Offer, which consists of a pro-rata renounceable rights issue of approximately 196,116,158 New Shares to Eligible Shareholders. The Offer is made on the basis of 2 New Shares for every 5 Shares held by Eligible Shareholders on the Record Date at an issue price of $0.006 per New Share and 1 free attaching 2014 Short-Dated Option and 1 free attaching 2016 Long-Dated Option for every 2 New Shares subscribed for under the Prospectus. On this basis, the Rights Issue will seek to raise up to approximately $1,176,697 before the costs of the Offer.

The Offer is renounceable, so that Eligible Shareholders who do not wish to take up some or all of their Entitlement may be able to sell or otherwise transfer all or part of their Entitlement through the financial market operated by ASX or by way of an offmarket transfer. Refer to Section 7.5 for more information.

As at the date of this Prospectus, the Company has 490,290,396 Shares and 23,933,333 unlisted Options on issue. Option holders with an address in Australia or New Zealand may exercise their Options before the Record Date and participate in the Offer. In this event, the number of New Shares to be issued under this Prospectus and the funds raised as a result of the Rights Issue may vary.

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Artemis Resources Limited • Prospectus ׀ 10

5.2 Use of Funds

The proposed use of funds is as follows:

Funds Available	Underwritten ($)	Amount	Full Subscription ($)
Cash on hand		752,686	752,686
Funds raised under the offer		730,000	1,176,697
Total funds available	1,482,686		1,929,383
Use of Funds
Eastern Hills Phase 1 Drilling		279,000	279,000
Eastern Hills Phase 2 Drilling		215,000	215,000
Eastern Hills Phase 3 Resource Expansion		-	288,000
Eastern Hills ScopingStudy		-	50,000
General WorkingCapital		893,686	981,383
Costs of the Offer		95,000	116,000
	1,482,686		1,929,383

1. The table assumes that none of the existing Option holders exercise their Options before the Record Date and participate in the Offer.

2. General working capital includes but is not limited to corporate administration and operating costs and may be applied to directors’ fees, ASX and share registry fees, legal, tax and audit fees, insurance and travel costs. Further, general working capital may be applied to evaluating new project opportunities that may complement the existing projects of the Company.

3. If any Shortfall Securities are placed beyond the Underwritten Amount, then a 6% fee on the amount of Shortfall Securities placed will be paid to the Lead Manager. Any such fees will be paid out of general working capital.

4. In the event that moneys are received beyond the Underwritten Amount, the net funds are intended to be applied firstly to drilling antimony targets at the Company’s Eastern Hills project, then to general working capital.

5. The table is a statement of the proposed application of the funds raised as at the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the Company’s decisions and Artemis reserves the right to vary the way the funds are applied.

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11 ׀Artemis Resources Limited • Prospectus

5.3 Effect on Capital Structure

• (a) Current Capital Structure

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

Listed Shares	490,290,396
Options (Unlisted)	23,933,333

• (b) Capital Structure after Completion of the Rights Issue

Subject to the assumptions set out below, immediately following the completion of the Rights Issue, the Company will have the following securities on issue:

Listed Shares	686,406,554
Existing Options (Unlisted)	23,933,333
2014 Short-Dated Options	98,058,079
2016 Long-Dated Options	98,058,079

The tables above 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 Shares and Attaching Options available under the Rights Issue are issued and allotted by the Company.

5.4 Pro Forma Statement of Financial Position

To illustrate the effect of the Rights Issue on the Company, a pro forma statement of financial position has been prepared based on the unaudited balance sheet as at 30 June 2013. The pro forma statement of financial position shows the effect of the Rights Issue as if it had been made on 30 June 2013 at both the Underwritten Amount and Full Subscription based on the following assumptions:

• (a) At Underwritten Amount, the issue of 121,666,667 New Shares under the Offer at an issue price of $0.006 each to raise $730,000 and the issue of 60,833,333 2014 ShortDated Options and 60,833,333 2016 Long-Dated Options for free (on the basis of 1 2014 Short-Dated Option and 1 2016 Long-Dated Option for every 2 New Shares subscribed for under the Prospectus) and estimated expenses of the Offer of approximately $95,000.

• (b) At Full Subscription, the issue of 196,116,158 New Shares under the Offer at an issue price of $0.006 each to raise $1,176,697 and the issue of 98,058,079 New 2014 Short-Dated Options and 98,058,079 2016 Long-Dated Options for free (on the basis of 1 new 2014 Short-Dated Option and 1 new 2016 Long-Dated Option for every 2 New Shares subscribed for under the Prospectus) and estimated expenses of the Offer of $116,000.

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Artemis Resources Limited • Prospectus ׀ 12

CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other financial assets Total current assets NON-CURRENT ASSETS Other financial assets Evaluation and exploration expenditure Total non-current assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total current liabilities NON CURRENT LIABILITIES Deferred tax liability Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Share Capital Reserves Accumulated losses TOTAL EQUITY	Consolidated Underwritten Amount Full Subscription
	30 June 2013 30 June 2013 30 June 2013 Unaudited Unaudited Unaudited $ $ $
	752,686 1,387,686 1,813,383 49,911 49,911 49,911 236,400 236,400 236,400
	1,038,997 1,673,997 2,099,694
	178,419 178,419 178,419 7,959,263 7,959,263 7,959,263
	8,137,682 8,137,682 8,137,682
	9,176,679 9,811,679 10,237,376
	796,427 796,427 796,427
	796,427 796,427 796,427
	44,607 44,607 44,607
	44,607 44,607 44,607
	841,034 841,034 841,034
	8,335,645 8,970,645 9,396,342
	27,027,128 27,662,128 28,087,825 682,333 682,333 682,333 (19,373,816) (19,373,816) (19,373,816)
	8,335,645 8,970,645 9,396,342

5.5 Potential Effect on Control

At the date of this Prospectus, Black Swan has a relevant interest in 88,136,913 Shares representing voting power of 17.98%.

Black Swan has agreed to priority sub-underwrite the Offer for $250,000. Assuming 121,666,667 New Shares (equal to the Underwritten Amount) are issued under the Offer and no further Shares are issued, Black Swan will have a relevant interest in 129,803,580 Shares, or a voting power of 21.2% in the Company.

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13 ׀Artemis Resources Limited • Prospectus

6. Risks

An investment in the securities the subject of this Prospectus is highly speculative as the Company is an antimony, gold and base metals explorer.

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 specific and general risks associated with an investment in Artemis. Prior to accepting their Entitlements, Applicants should carefully consider the following risk factors, as well as the other information contained in this Prospectus.

Specific Risks

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 exploration and 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' 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 programmes 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 ׀ 14

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 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.

6.4 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.

6.5 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.

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15 ׀Artemis Resources Limited • Prospectus

6.6 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.

6.7 Title risk

Under the mining and exploration tenements 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 tenements by the government of Western Australia. Failure to meet these expenditure commitments will render licences liable to be forfeited unless a total or partial exemption is granted.

In Western Australia, unrelated third parties may seek forfeiture of a tenement for noncompliance with expenditure conditions. Application for forfeiture has been lodged by a third party on E47/1797 and E47/1746, two of the Company’s exploration licences in the West Pilbara. The Directors believe that the Company has fully complied with expenditure conditions with respect to E47/1797 and that valid grounds exist for the exemption from expenditure conditions with respect to E47/1746. However, there remains a risk that one or both of the forfeiture applications might be successful which could result in the tenements being forfeited or a fine (of a maximum of $10,000 per tenement) being imposed in lieu of forfeiture.

Certain mining tenements are in application status and others are subject to applications for renewal or extension of their terms. There is no guarantee that such applications will be granted.

6.8 Joint Venture

The Company is currently, and may become in the future, a party to joint venture agreements governing the exploration and development of its projects. There is a risk that one of the Company’s joint venture partners may suffer financial failure or may not act in the best interests of the joint venture. This may have an adverse effect on the interests and prospects of the Company.

6.9 Application risk

The Company and its subsidiaries have submitted applications for 22 exploration and prospecting licences in the Company’s Yandal project, as well as applications for a further 5 exploration licences in the Company’s Mundong Well project. Whilst the Company is not aware of any reason why these applications will not be granted, the grant involves the exercise of administrative functions which are beyond the control of the Company.

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Artemis Resources Limited • Prospectus ׀ 16

General Investment Risks

6.10 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. All of the Company’s projects are located in Australia.

6.11 General economic risks and business climate

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

• (1) general economic outlook;

• (2) taxation;

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

• (4) currency fluctuations;

• (5) commodity price movements;

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

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

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17 ׀Artemis Resources Limited • Prospectus

7. Details of the Offer

7.1 Entitlement

The Entitlement and Acceptance Form accompanying this Prospectus shows your Entitlement to New Shares 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 Shares is based on the number of Shares registered in your name on the Record Date.

The Company will also issue you with 1 free attaching new 2014 Short-Dated Option and 1 free attaching new 2016 Long-Dated Option for every 2 New Shares issued to you under the Offer.

You may subscribe for all or part of your Entitlement to New Shares prior to the Closing Date by completing the Entitlement and Acceptance Form. Alternatively, if you are paying by BPAY®, refer to your personalised instructions on your Entitlement and Acceptance Form.

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 offer to acquire the number of New Shares specified in the Entitlement and Acceptance Form or indicated by the amount of the BPAY® payment.

Your Rights may be valuable. If you decide to take up all or part of your Entitlement you must do so by 7.00 pm (AEST) on 23 August 2013. If you wish to sell all of your Entitlement on the ASX you must deal with your Entitlement by close of trading on the ASX on 16 August 2013, when Rights trading ceases. All or part of your Entitlement not accepted or dealt with 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 or deal with 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 7.9.

7.2 Minimum Subscription

There is no minimum subscription for the Offer.

7.3 Additional Securities

The Lead Manager, in consultation with the Directors, reserves the right to place any Entitlement not applied for at its discretion.

Any Entitlements not taken up may become available as “Additional Securities”. Additional Securities may be issued to Eligible Shareholders who apply for more than their Entitlement. If you apply for your full Entitlement, you may also use the Entitlement and Acceptance Form to apply for Additional Securities in excess of your Entitlement.

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Artemis Resources Limited • Prospectus ׀ 18

The Directors do not guarantee that in the event Additional Securities are available for issue, they will be allocated to all or any of the Eligible Shareholders who have applied for them. The Lead Manager, in consultation with the Directors, in its absolute and sole discretion, will determine the Eligible Shareholders to whom the Additional Securities will be allocated and the amount of those allocations, if any.

If Applications for any Additional Securities 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.

The Offer is partially underwritten by Patersons and any Entitlements and Additional Securities not taken up will become Shortfall Securities and be dealt with in accordance with the Underwriting Agreement as set out in section 7.13.

7.4 Rights Trading

Entitlements to New Shares pursuant to the Rights Issue are renounceable. This enables Eligible Shareholders who do not wish to subscribe for some or all of the New Shares under this Rights Issue to sell their respective Rights and also enables investors to purchase additional Rights if they wish.

Rights trading will commence on ASX on 29 July 2013 and will cease on 16 August 2013.

7.5 What eligible shareholders may do

• (a) If you wish to take up all of your entitlement, you should:

• (i) 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

• (ii) 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.

• (b) If you wish to take up all your Entitlement and apply for Additional Securities, you should:

• (i) complete the enclosed Entitlement and Acceptance Form by inserting the number of Additional Securities (not being the New Shares 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

• (ii) make a BPAY® payment using the customer reference number shown on your Entitlement and Acceptance Form for the total amount of your Entitlement and

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19 ׀Artemis Resources Limited • Prospectus

any Additional Securities, 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 Securities in addition to the New Shares comprising your Entitlement.

• (c) If you wish to take up part of your Entitlement

If you wish to take up part of your Entitlement and sell the balance on the ASX, please follow the instructions set out on the reverse of the Entitlement and Acceptance Form under the section marked “Sale of your Entitlement by your stockbroker in full or in part” and then liaise accordingly with your stockbroker.

Rights trading commences on 29 July 2013. You must deal with that part of your Entitlement which you do not intend to accept by close of trading on the ASX on 16 August 2013, when Rights trading ceases.

• (d) Sale of all your Entitlement on ASX

If you wish to sell all of your Entitlement on the ASX, please follow the instructions set out on the reverse of the Entitlement and Acceptance Form under the section marked “Sale of your Entitlement by your stockbroker in full or in part”.

Rights trading commences on 29 July 2013. You must deal with your Entitlement by close of trading on the ASX on 16 August 2013, when Rights trading ceases.

• (e) Transfer of Entitlement other than on market using ASX

If you wish to transfer all or part of your Entitlement to another person or party other than on market using the ASX, then you must forward the following:

• (i) a completed standard renunciation form (obtainable from your stockbroker or the Company’s Share Registry);

• (ii) Entitlement and Acceptance Form completed by the transferee; and

• (iii) transferee’s cheque for the amount due in respect of the New Shares to the Company’s Share Registry at:

Delivered to	Or by post to
SecurityTransfer Registrars PtyLtd	SecurityTransfer Registrars PtyLtd
770 CanningHighway	PO Box 535
APPLECROSS WA 6153	APPLECROSS WA 6953
AUSTRALIA	AUSTRALIA

by no later than 7:00pm (AEST) on 23 August 2013 or such other date as the Directors advise.

• (f) If you do not wish to accept or transfer any part of your Entitlement

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

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Artemis Resources Limited • Prospectus ׀ 20

7.6 Payment

Application moneys for the New Shares are payable in full by payment of $0.006 per New Share. Please do not forward cash. Cheques should be made payable to “Artemis Resources Limited” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form, together with the accompanying cheque, must reach the Share Registry no later than 7.00 pm (AEST) on 23 August 2013 or such later date as the Directors may determine (subject to ASX Listing Rules). The Company will not be responsible for any postal or delivery delays.

If paying via BPAY®, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY® by the date and time mentioned above. If you elect to pay via BPAY®, you must following the instructions for BPAY® set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

7.7 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 7.00 pm (AEST) 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 Shares (or additional New Shares, 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 Shares indicated by the amount of the BPAY® payment.

7.8 Allotment

New Shares and Attaching 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 Securities 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 Shares and Attaching 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 Shares and Attaching Options allotted to them prior to trading in the New Shares and Attaching Options. Applicants who sell New Shares or Attaching Options before they receive notification of the number of securities allotted to them do so at their own risk. The Company disclaims all

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21 ׀Artemis Resources Limited • Prospectus

liability, whether in tort (including negligence), statute or otherwise, to persons who trade New Shares or Attaching Options before receiving notification of the number of securities allotted to them.

7.9 Excluded Shareholders

Only Eligible Shareholders registered as holders of Shares at 7.00 pm (AEST) 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.

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 any country relevant to their application.

7.10 Rights attaching to New Shares

New Shares will be fully paid on issue and will rank equally with existing Shares.

Detailed rights of the New Shares and terms of the Attaching Options are set out in Section 8 of this Prospectus.

7.11 ASX listing

Application will be made on the date of this Prospectus for the New Shares offered under this Prospectus to be granted official quotation by ASX. If the New Shares 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 Shares and Attaching Options will be void. The Company will return all application monies received without interest.

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

7.12 Taxation implications

The Directors do not consider that it is appropriate to give potential Applicants advice regarding the taxation consequences of applying for New Shares and Attaching 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

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Artemis Resources Limited • Prospectus ׀ 22

should, therefore, consult their own professional tax advisers to obtain advice in relation to the taxation laws and regulations applicable to their personal circumstances.

7.13 Underwriting and sub-underwriting arrangements

(a) The Underwriter

The Underwriter is appointed under the Underwriting Agreement to underwrite the Rights Issue up to the Underwritten Amount. The Underwriter is not a related party or a Shareholder of the Company.

In the event of a Shortfall, the Directors are not aware of any reason why the Underwriter would not be in a position to meet its financial obligations to subscribe for the Shortfall in accordance with the Underwriting Agreement.

(b) The Underwriting Agreement

Under the Underwriting Agreement, the Underwriter is obliged to subscribe for all of the Shortfall Securities within 5 business days of receiving notice from us as to the number of Shortfall Securities. The maximum number of Shortfall Securities that the Underwriter is required to subscribe for is 121,666,667 Shares representing the Underwritten Amount.

Artemis is also required to reimburse the Underwriter for all reasonable outof-pocket expenses.

Under the Underwriting Agreement Artemis is required to make the Offer in accordance with all relevant regulatory requirements and Artemis has given various representations and warranties to the Underwriter, which are customary for an agreement of this nature.

As is normal for underwriting agreements of this nature, the Underwriter has a wide discretion to terminate its obligations under the Underwriting Agreement on the occurrence of a number of events outside its control or discretion, which may occur before the issue of Shortfall Securities. The more significant termination events are if the S&P/ASX 200 Index or the S&P/ASX 300 Metals and Mining Index falls to a level that is 10% or more than the level at the close of business on the business day prior to the date of this Prospectus, the Shares of the Company finish trading for a trading day with a closing price that is less than this Offer price of $0.006 and where an adverse change occurs in respect of the Company or its assets which (in the Underwriter’s reasonable opinion, acting in good faith) has a material adverse effect or could give rise to a liability under the Corporations Act or otherwise. The failure of any sub-underwriters to perform their obligations will not relieve the Underwriter of its obligations.

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23 ׀Artemis Resources Limited • Prospectus

(c) Fees payable to Underwriter

Pursuant to the Underwriting Agreement, the Company will pay Patersons a management fee of 1.5% on the total amount raised in the Rights Issue, an underwriting fee of 4.5% of the Underwritten Amount, a shortfall placement fee of 6% of the amount raised by placement of the Shortfall Securities plus a corporate advisory fee of $30,000, totaling up to approximately $95,000.

(d) Director Sub-Underwriting

The following Directors have entered into sub-underwriting agreements with the Underwriter as part of the Rights Issue.

Sub-Underwriter	Current Voting Power	Entitlement	Sub-underwriting commitment
GuyRobertson	0.69%	1,351,726	$20,000
Shannon Coates	0%	0%	$10,000

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Artemis Resources Limited • Prospectus ׀ 24

8. Additional Information

8.1 Rights Attaching to New Shares

New Shares issued under this Offer will rank equally with and have the same rights and liabilities as the existing Shares.

A summary of the rights attaching to all Shares is set out below. This summary does not purport to be exhaustive or constitute a definitive statement of the rights and liabilities of holders of Shares. Full details 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 ASX Settlement Operating Rules and any other laws the Shares are freely transferable.

(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

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25 ׀Artemis Resources Limited • Prospectus

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) Shareholder liability

As the Shares being offered under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(h) 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.

8.2 Terms of Attaching Options

The following is a summary of the terms and conditions of the Attaching Options.

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

• (b) The Attaching Options are exercisable at any time on or prior to 5.00pm AEST on:

• (i) for 2014 Short-Dated Options, 31 March 2014;

• (ii) for 2016 Long-Dated Options, 31 August 2016,

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 Attaching Options’ exercise prices are:

• (i) for 2014 Short-Dated Options, $0.012; and

• (ii) for 2016 Long-Dated Options, $0.02.

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

• (e) Shares issued on the exercise of an Attaching 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 an Option will rank equally

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Artemis Resources Limited • Prospectus ׀ 26

with the then issued ordinary shares of the Company in all respects. Official quotation of those Shares on the ASX will be sought.

• (f) Option holders shall be permitted to participate in new issues of securities on the prior exercise of Options in which case the Option holders shall be afforded the period of at least 6 Business Days prior to the record date (to determine entitlements to the issue) to exercise their Options.

• (g) 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 ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• (h) 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.

• (i) 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 ASX Listing Rule 6.22.

• (j) Reminder notices will be forwarded to the Option holders prior to the expiry of the Attaching Options. Attaching Options not exercised before expiry will lapse.

• (k) The Attaching 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 Attaching Options will be recorded on the Company's share register.

• (l) The 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.

8.3 Market prices of Shares

The last sale price of Shares on the ASX on 19 July 2013 (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:

		Last	Highest	Lowest
Shares (ASX Code: ARV)		$0.011	$0.024	$0.006
Date	19	July 2013	16 January 2013	8 January 2013

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27 ׀Artemis Resources Limited • Prospectus

8.4 Transaction specific Prospectus and continuous disclosure obligations

• (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 Shares 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.

• (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 Shares and Attaching 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 Shares and Attaching Options.

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Artemis Resources Limited • Prospectus ׀ 28

• (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 2012 being the most recently lodged annual report of the Company before the date of this Prospectus; and

• (b) any half-year financial report lodged with ASIC by the Company after the lodgment of that annual report and before the lodgment of this Prospectus; and

• (c) 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 2012 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 2012, the Company has made the following announcements to ASX:

24/10/2012	-	Quarterly Cash Flow Report
24/10/2012	-	Quarterly Activities Report
29/10/2012	-	Notice of Annual General Meeting/Proxy Form
29/11/2012	-	Results of Meeting
13/12/2012	-	Change of Director’s Interest Notice
14/12/2012	-	Appendix 3Y Amended
17/12/2012	-	Appendix 3B
17/12/2012	-	Change of Director’s Interest Notice x 2
18/12/2012	-	Appendix 3B Revised
16/01/2013	-	Mt Clement Review – Significant Antimony Exploration Target
18/01/2013	-	Mt Clement Antimony Project – Announcement Clarification
30/01/2013	-	Quarterly Cash Flow Report
30/01/2013	-	Quarterly Activities Report
28/02/2013	-	2013 Exploration Programme & Updated Investor Presentation
11/03/2013	-	Half Yearly Report and Accounts
18/03/2013	-	Artemis to Explore Expanded Yandal Gold Project, WA
24/04/2013	-	Eastern Hills – High Grade Results, Drill Program to Follow
30/04/2013	-	Quarterly Cash Flow Report
30/04/2013	-	Quarterly Activities Report
14/05/2013	-	Artemis RIU Presentation
04/06/2013	-	High Grade Gold & Copper Targets Identified at West Pilbara
18/06/2013	-	ARV to Drill Antimony Project After Receiving WA Gov Funding
02/07/2013	-	Appendix 3B
22/07/2013	-	Trading halt
24/07/2013	-	Rights issue to raise up to $1.2 million
24/07/2013	-	Artemis Investor Presentation
24/07/2013	-	Appendix 3B

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29 ׀Artemis Resources Limited • Prospectus

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

8.5 Directors’ Interests

(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 or her 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
Guy Robertson	3,379,316	-
George Frangeskides	1,000,000	-
Shannon Coates	-	-

(3) Remuneration

The remuneration of the Directors for the previous 2 years is as follows:

	2012-2013	2012-2013	2011-2012	2011-2012
Director	Directors Fees	Other*	Directors Fees	Other*
GuyRobertson	$120,000	$25,000	$150,000	-
George Frangeskides	$36,000	10,000	11,031	-
Shannon Coates	$36,000	-	27,000	-

Guy Robertson is an executive director and fees include services as Company Secretary and Chief Operating Officer.

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Artemis Resources Limited • Prospectus ׀ 30

*Share based payments

8.6 Interests of experts and 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) Patersons will be paid up to approximately $95,000 (exclusive of GST) for acting as lead manager and Underwriter to the Offer. Patersons has not received any fees for services to the Company in the 2 years prior to the date of this Prospectus;

• (2) Kings Park Corporate Lawyers will be paid approximately $15,000 (exclusive of GST) for legal services in relation to this Prospectus. Kings Park Corporate Lawyers has received $3,700 (excluding GST) for fees for services to the Company in the 2 years prior to the date of this Prospectus;

• (3) Security Transfer Registrars Pty Limited will be paid approximately $5,000 (exclusive of GST) for its share registry services in relation to the Offer. Security Transfer Registrars Pty Limited has received $23,098 (excluding GST) for fees for services to the Company in the 2 years prior to the date of this Prospectus.

8.7 Expenses of the Offer

The total expenses of the Offer payable by the Company are estimated at $116,000 (assuming Full Subscription). These estimated expenses include ASX and ASIC fees, underwriting fees, legal fees, fees for other advisers, prospectus printing and other miscellaneous expenses.

8.8 Consents

Each of the parties referred to in this section:

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31 ׀Artemis Resources Limited • Prospectus

• (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.

Kings Park Corporate 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.

Patersons has given, and at the time of lodgment of this Prospectus, has not withdrawn its consent to be named in this Prospectus in the form and context 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.

8.9 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 ASX Settlement Operating 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

8.10 Competent person statement

The information in this Prospectus relating to exploration results and exploration targets is based on information compiled by Mr. Trevor Woolfe, a Member of Australasian Institute of Mining and Metallurgy. Mr. Woolfe is an independent consultant to the Company and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr. Woolfe consents to the inclusion in the Prospectus of the matters based on his information in the form and context in which it appears.

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33 ׀Artemis Resources Limited • Prospectus

9. 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: 24 July 2013

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Shannon Coates Non-executive Director

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Artemis Resources Limited • Prospectus ׀ 34

10. Corporate Directory

Board and Management	Guy Robertson(Executive Director)
	George Frangeskides(Independent Non-Executive
	Director)
	Shannon Coates(Independent Non-Executive Director)
	Trevor Woolfe(General Manager - Exploration)
Registered &	Level 9
Corporate Office	50 Margaret Street
	Sydney NSW 2000
	Tel: (02) 9078 7670
	Fax: (02) 9078 7661
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
	8 St Georges Terrace
	Perth WA 6000
Lead Manager and	Paterson Securities Limited
Underwriter	Level 23, Exchange Plaza
	2 The Esplanade
	PERTH WA 6000
Lawyers to the Offer	Kings Park Corporate Lawyers
	Suite 8
	8 Clive Street
	West Perth WA 6005
Website	www.artemisresources.com.au

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus

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35 ׀Artemis Resources Limited • Prospectus

11. Glossary

$ or A	Australian Dollars unless otherwise stated
2014 Short-Dated Option	Issued on the basis of one for every two New Shares issued,
	exercise price $0.012, expiry date 31 March 2014	and
	otherwise on terms set out in section 8.2
2016 Long-Dated Option	Issued on the basis of one for every two New Shares issued,
	exercise price $0.02, expiry date 31 August 2016	and
	otherwise on terms set out in section 8.2
Applicant	A person who, or body corporate which, submits an
	Entitlement and Acceptance Form
Application	A valid application made on an Entitlement and Acceptance
	Form attached to this Prospectus
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
Additional Securities	has the meaning given in section 7.3
Attaching Options	The Options offered in this Prospectus to be issued free to
	successful Applicants under the Offer on the basis of 1	free
	attaching 2014 Short-Dated Option and 1 free attaching	2016
	Long-Dated Option for every 2 New Shares issued, the terms
	of which are set out in section 8.2
AEST	Australian Eastern Standard Time
Black Swan	Black Swan Global Pty Limited ACN 150 204 792
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 7.00 pm (AEST) on
	23 August 2013 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 7.00 pm (AEST) on
	the Record Date
EntitlementorRight	Entitlement of Eligible Shareholders to subscribe for 2	New
	Shares for every 5 Shares held by an Eligible Shareholder on
	the Record Date, andRightshas a corresponding meaning
Entitlement and	The personalised entitlement and acceptance	form

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Artemis Resources Limited • Prospectus ׀ 36

Acceptance Form	accompanying this Prospectus
Excluded Shareholder	A Shareholder who is not an Eligible Shareholder on the
	Record Date.
Full Subscription	Has the meaning referred to in section 5.2 of this Prospectus
JORC	the 2004 Edition of the “Australasian Code for Reporting of
	Exploration Results, Mineral Resources and Ore Reserves”
New Shares	Shares offered in this Prospectus
Offer	The offer of New Shares and free Attaching Options pursuant
	to this Prospectus
Official List	The official list of ASX
Opening Date	The date on which the Offer opens being 9.00 am (AEST) on
	9 August 2013 or such other date as determined by the
	Company
Option	An option to be issued a Share
Patersonsand	Patersons Securities Limited ACN 008 869 311
UnderwriterandLead
Manager
Prospectus	This prospectus under which the Offer is being made
Record Date	7.00 pm (AEST) on 2 August 2013
Rights	The right of an Eligible Shareholder to take up New Share
	and Attaching Options pursuant to this Prospectus
Rights Issue	The transaction under which the Company offers to issue
	New Shares and free Attaching Options under the terms of
	this Prospectus
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 ACN 008 894 488
Shortfall	The difference between the total number of New Shares
	offered to Eligible Shareholders under the Offer and the
	number of New Shares applied for under this Prospectus on
	the Closing Date
Shortfall Securities	New Shares for which valid Applications have not been
	received by the Closing Date
Underwriting Agreement	The Underwriting Agreement dated 24 July 2013 between
	the Company and Patersons and summarised in section 7.13
	of the Prospectus
Underwritten Amount	$730,000
US person	Has the meaning given to that term in Regulation S under
	the US Securities Act
US Securities Act	The United States Securities Act of 1933, as amended

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