Artemis Resources Limited — Capital/Financing Update 2015

Oct 1, 2015

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2 October 2015

ASX ANNOUNCEMENT

Renounceable Rights Issue – Dispatch of Prospectus

Artemis Resources Limited (ASX: ARV) (“the Company”, “Artemis”) refers to the renounceable rights issue offer announced on 24 September 2015 (“Offer”). The prospectus and personalised entitlement and acceptance form for the Offer were dispatched to eligible shareholders today.

The proposed closing date of the Offer is 15 October 2015.

A person should consider the prospectus in deciding whether to acquire the new securities. Anyone who wants to acquire the new securities will need to complete the personalised entitlement and acceptance form that accompanies the prospectus.

A letter to shareholders outlining the terms of the offer is attached.

Guy Robertson Company Secretary

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 94800459 | 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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30 September 2015

Dear Shareholder,

Renounceable Rights Issue

On 24 September 2015 Artemis Resources Limited (ACN 107 051 749) ( ARV or Company ) announced a renounceable pro rata entitlement offer to raise up to approximately $3.35 million before issue costs ( Offer ).

Funds raised will be used for exploration on the Company’s West Pilbara projects, repayment of debt, working capital and paying costs of the Offer.

The proposed West Pilbara milestones, use of funds and budget for FY2015/16 are:

• Heritage surveys over key exploration targets

• Targeted RC drilling Programs on near surface base metals and coarse gold structures

• Complete down-hole electromagnetics

• Administration and Technical

• Budgeted expenditure over first 4 months $400,000

The proposed follow on West Pilbara programs after month four:

• Phase 2 drilling to advance Good Luck, Little Fortune and Fortune South

• VTEM survey to identify conductors and anomalies along eastern contact of Munni Munni PGE project

• Continue to consolidate quality projects in the West Pilbara

• Expand exploration programs across key tenements to develop a critical mass of resources to allow mining

The Offer will be made on the basis of 5 new shares for every 2 existing shares held by eligible shareholders (being shareholders with a registered address in Australia or New Zealand) as at 5pm (AEST) on 1 October 2015 ( Record Date ), at an issue price of $0.001 per share together with 1 free attaching new option (exercisable at $0.001 on or before 30 September 2017) for every new share issued. Eligible shareholders may also apply for new shares in addition to their entitlement.

New shares to be issued under the Offer will rank equally with existing shares. The Company has applied to ASX for the new shares to be listed. Fractional entitlements will be rounded up to the nearest whole number.

A prospectus for the Offer has been lodged with ASIC on 24 September 2015 which will be available on both the ASX’s website and the Company’s website. The Company will mail the prospectus and accompanying personalised entitlement and acceptance form ( Entitlement and Acceptance Form ) to eligible shareholders following the Record Date.

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 94800459 | 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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Shareholders should consider the prospectus in deciding whether to acquire new shares under the Offer and will need to complete the Entitlement and Acceptance Form to take up their entitlement.

Patersons Securities Limited ( Lead Manager ) has agreed to lead manage the Offer for a 1% management fee and a 5% placement fee for securities placed by Patersons and will be issued 60,000,000 shares.

The capital structure of the Company following the Offer is as follows:

			Minimum Subscription	Minimum Subscription	Full Subscription	Full Subscription
Shares
			Number	%	Number	%
Existing	Shares		1,338,316,411	36.78	1,338,316,411	28.57
New	Shares	offered	2,300,000,000	63.22	3,345,791,028	71.43
under this Prospectus
Total Shares			3,638,316,411	100.0	4,684,107,439	100.0

Options	MinimumSubscription	Full Subscription
Listed Options exercisable at $0.02 each	126,846,952	126,846,952
on or before 31 August 2016
Options exercisable at $0.003 each on or	80,128,648	80,128,648
before 31 July 2016
Options exercisable at $0.003 each on or	125,000,000	125,000,000
before 30 June 2016
Total Options currently on issue	331,975,600	331,975,600
Proposed issue
Options exercisable at $0.001 each on or	2,300,000,000	3,345,791,028
before 30 September 2017
Total Options after proposed issues	2,631,975,600	3,677,766,628

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 94800459 | 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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The indicative timetable for the Offer is as below: Lodgement of the Prospectus with ASIC and ASX 24 September 2015 Ex-date 29 September 2015 Rights trading commences on a deferred settlement basis Record date to determine Entitlement ( Record Date ) 1 October 2015 Prospectus with Entitlement and Acceptance Form 2 October 2015 dispatched Offer opens for receipt of Applications 2 October 2015 Rights trading ends 8 October 2015 Closing date for acceptances ( Closing Date ) 15 October 2015 Notify ASX of Shortfall 20 October 2015 Issue of New Shares 22 October 2015 Deferred settlement trading ends Dispatch of shareholding statements 22 October 2015 Normal trading of New Shares expected to commence 23 October 2015

The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date, subject to such date being no later than 3 months after the date of this Prospectus. As such the date the New Shares are expected to commence trading on ASX may vary.

We look forward to your participation and ongoing support.

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Ed Mead Managing Director

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 94800459 | 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