Artemis Resources Limited — Capital/Financing Update 2014

Nov 10, 2014

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10 November 2014

ASX ANNOUNCEMENT

(ASX:ARV)

Share Sale Facility for Unmarketable Share Parcels

Artemis Limited (the Company or Artemis ) is pleased to advise that it is implementing a share sale facility for shareholders to sell their small shareholding without incurring any brokerage or handling costs.

This facility is available to shareholders who at 7:00pm (Sydney time) on 7 November 2014 ( Record Date ) were holders of ordinary shares in Artemis valued at less than $500 based on a price of $0.003 per share, being the closing price of shares on the Australian Securities Exchange on the Record Date.

A copy of the correspondence being sent to eligible shareholders is attached.

For further information please contact:

Guy Robertson Company Secretary 02 9078 7670 info@artemis.com.au

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 9480 0459 | Facsimile: +61 2 9078 7661 | Email: info@artemisresources.com.au Level 3, IBM Building 1060 Hay Street, WEST PERTH WA 6005 | PO Box R933 Royal Exchange, NSW 1225 Australia

www.artemisresources.com.au

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10 November 2014

Dear Artemis Shareholder

Share sale facility for holders of less than a marketable parcel of Artemis shares

Artemis Limited ( Artemis or the Company ) is pleased to offer eligible shareholders the opportunity to sell their small shareholding without incurring any brokerage or handling costs.

This offer applies to shareholders who at 7:00pm (Sydney time) on 7 November 2014 ( Record Date ) were holders of ordinary shares in Artemis valued at less than $500 ( less than a marketable parcel ) based on a price of $0.003 per share, being the closing price of shares on the Australian Securities Exchange ( ASX ) on the Record Date.

Artemis is offering this facility as it provides the following benefits:

 Artemis shareholders of a less than a marketable parcel have the opportunity to sell their shares without incurring a brokerage or handling cost which, in proportion to the value of their holding, may otherwise render a sale unattractive or uneconomical; and

 The expense and administration involved in maintaining shareholders with less than a marketable parcel, such as the cost of printing and mailing shareholder notices and share registry costs, is reduced. As at the date of this letter, the Company has 1,560 shareholders of which approximately 1,047 hold less than a marketable parcel of shares that in aggregate represent approximately 4.7% of Artemis’s issued share capital.

Based on a price of $0.003 per share, being the closing price of Artemis shares on the ASX on the Record Date, a holding of less than 166,667 shares represented less than a marketable parcel. Our records show that you hold less than a marketable parcel of shares as at the Record Date, and accordingly your shareholding is eligible for this facility. You may choose to sell your holding or retain your existing holding.

Pursuant to clause 149 of Artemis’s Constitution and the ASX Listing Rule 15.13, the Company may notify eligible shareholders that it intends to sell their holding unless they complete and return the enclosed Share Retention Form by 5.00 pm (Sydney time) on W e d n e s d a y 24 December 2014 ( Closing Date ). This letter and the Share Retention Form which accompanies this letter, satisfy the notice requirements under ASX Listing Rule 15.13 and clause 149.2 (2) of Artemis’s Constitution.

Your options

As a shareholder who holds a less than a marketable parcel of Artemis shares, your options are described below:

1. Sell your holding

If you wish to sell your Artemis shares without incurring brokerage or handling costs, you do not need to take any action. Artemis is authorised under clause 149 of its Constitution to sell your shares following the Closing Date if the value of your shares remains at less than $500 at the Closing Date (based on the closing price of Artemis shares on that day).

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 9480 0459 | Facsimile: +61 2 9078 7661 | Email: info@artemisresources.com.au Level 3, IBM Building 1060 Hay Street, WEST PERTH WA 6005 | PO Box R933 Royal Exchange, NSW 1225 Australia

www.artemisresources.com.au

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Your shares will be pooled with other shares under this facility and sold as soon as practicable after the Closing Date in the manner described below.

In the interests of providing shareholders who are eligible to participate in the facility with certainty as to the proceeds they will receive from the sale of their shares, the Directors have appointed Alignment Capital as broker and underwriter to the share sale facility, and have negotiated with Alignment Capital a fixed sale price of $0.003, being the closing price of shares on the ASX on the Record Date ( Sale Price ). After the Closing Date, Alignment Capital will sell all shares available under the facility either on or off market; to the extent that there are any shares remaining under the facility which remain unsold, Alignment Capital (and/or its nominees) may subscribe for the remaining shares.

Accordingly, the price you will receive for each share sold through this facility will be $0.003 per share. All participants who have their shares sold will receive the same sale price per share. You should note that there is a risk that the market value of your shares may increase between the Record Date and Closing Date, due to an increase in the Artemis share price. Consequently, the sale proceeds which you receive (based on the fixed Sale Price) may be less than the market value of your shares at that time.

Sale proceeds will be paid to you in Australian dollars either by cheque or direct credit as per your existing direct credit instruction recorded on the register as soon as practicable following the sale of your shares. Payment is expected to be remitted within 15 business days of the Closing Date. A transaction confirmation statement will be sent to you confirming the number of your shares sold and the price and total sale proceeds you have received.

If your shares are held in a CHESS holding, Artemis may, after the Closing Date initiate a holding adjustment to move your shares to the issuer sponsored subregister for the purpose of this facility.

Any tax consequences arising from the sale of your shares will be your responsibility. If the market value of your shares increases between the record date and closing date, due to the increase in Artemis’s share price, so that at the closing date the value of your shares previously identified by Artemis as being a less than a marketable parcel is no longer less than $500 (i.e. their value becomes equal to or greater than $500), Artemis will not sell your shares.

2. Retain your existing holding

If you wish to retain your existing holding then you must do one of the following:

• Complete and return the attached Share Retention Form to Artemis’s registered office so that it is received by the Closing Date of 5.00 pm (Melbourne time) on Wednesday 24 December 2014;

• Make your own arrangements outside this facility to purchase additional Artemis shares so that the value of your registered holding is at least $500 on the Closing Date.

• If you hold Artemis shares in multiple holdings (i.e. in more than one shareholder

• reference number (SRN) or holder identification number (HIN), arrange to have those holdings merged into one holding with a value of at least $500 so that this is reflected on Artemis’s share register at 7:00pm (Sydney time) on the Closing Date.

If you successfully take one of these steps, Artemis will not be entitled to sell your shares.

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 9480 0459 | Facsimile: +61 2 9078 7661 | Email: info@artemisresources.com.au Level 3, IBM Building 1060 Hay Street, WEST PERTH WA 6005 | PO Box R933 Royal Exchange, NSW 1225 Australia

www.artemisresources.com.au

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Important Information

Artemis reserves the right to extend the dates referred to in this letter by notice to the ASX.

Artemis is not bound to sell any or all of the shares that may be available for it to sell under this facility. None of Artemis, the broker/underwriter appointed to sell the shares, nor any other person involved in the facility shall be liable for failure to sell the shares at a particular price. The price of Artemis shares is subject to change and an up-to-date price can be obtained from the ASX website (www.asx.com.au) under the code “ARV”.

Artemis does not make any recommendation or provide any advice to you regarding whether to sell your holding under this facility or retain your existing holding.

If you are in doubt about what to do, you should consult your legal, financial or taxation advisor.

If you have any queries, please contact the Company on +61 2 9078 7670 between the hours of 9.00am and 5.00pm (Sydney time) Monday to Friday. Yours faithfully

Guy Robertson Director

On behalf of the Board of Artemis Limited

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 9480 0459 | Facsimile: +61 2 9078 7661 | Email: info@artemisresources.com.au Level 3, IBM Building 1060 Hay Street, WEST PERTH WA 6005 | PO Box R933 Royal Exchange, NSW 1225 Australia

www.artemisresources.com.au

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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NOTICE OF RETENTION OF SHARES FORM

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ARTEMIS RESOURCES LTD

REGISTERED OFFICE:

Artemis Resources Limited Suite 1503B Level 15 Goldfields House 1 Alfred Street Sydney NSW 2000

ACN: 107 051 749

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

DATE: 7 NOVEMBER 2014

Code: ARV

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Holder Number:

Shareholding:

NOTICE OF RETENTION OF SHARES

To the Directors of Artemis Resources Ltd

IMPORTANT NOTICE

Please complete this form if you do not wish your Shares in Artemis Resources Ltd to be sold. If you do not understand this notice you should immediately consult your financial adviser.

I/We the Shareholder(s) described above by signing this form, hereby give notice that I/we wish to retain my/our shareholding in Artemis Resources Ltd, pursuant to Clause 149 of the Artemis Resources Ltd Constitution and ASX Listing Rule 15.13.

Security Holder(s) Signature(s). This section must be signed for your instructions to be executed.

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Individual/Security Holder 1 Security Holder 2 Security Holder 3
Sole Director & Company Secretary Director/Company Secretary Director
Dated: ............./.............../..............
NAME TELEPHONE NUMBER
( )
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Sole Director & Company Secretary Dated: ............./.............../..............

NAME ( PLEASE RETURN THIS NOTICE TO THE COMPANY'S SHARE REGISTRY:

• ` SECURITY TRANSFER REGISTRARS PTY LTD

Delivery: Post: 770 Canning Highway PO BOX 535 Facsimile: (08) 9315 2233 APPLECROSS WA 6153 APPLECROSS WA 6953 Telephone: (08) 9315 2333

Notes:

1. For full details, please read the Notice (being this form and the letter from the Company Secretary of Artemis Resources Ltd dated 10 November 2014).

2. If you wish to retain your shareholding in the Company, please sign this notice in the space provided and return it to the Company's share registry by 5:00pm (Sydney time) 24 December 2014 .

3. Notice in respect of a corporation must be executed in accordance with the constitution of that corporation.

4. Notices signed under power of attorney or by the executor of an estate must be accompanied by a copy of that power or letters of administration, as the case may be, unless previously lodged for noting.

5. In the case of holdings held by two or more persons, all holders must sign.

6. Please provide your daytime telephone number so we can contact you if there are any problems with your Notice of Retention.

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THIS NOTICE OF RETENTION MUST BE RECEIVED BY THE COMPANY'S SHARE REGISTRY BY NO LATER THAN 5.00PM (SYDNEY TIME), ON WEDNESDAY 24 DECEMBER 2014.

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2538533111 ARV