Artemis Resources Limited — Capital/Financing Update 2017

Nov 28, 2017

ASX / Media Announcement

29 November 2017

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Artemis Resources Limited ARBN: 80 107 051 749

Gold Nuggets recovered from Elysian Tenements Next to Comet Well and Radio Hill

- Karratha, Western Australia-

Level 3, IBM Building, 1060 Hay Street, West Perth, WA Australia, 6006

PO Box R933 Royal Exchange NSW Australia, 1225

Phone: +61 2 9078 7670 Facsimile: +61 2 9078 7661 Email: info@artemisresources.com.au Website: artemisresources.com.au

Directors:

Executive Chairman: David Lenigas

Executive Directors: Ed Mead Alex Duncan-Kemp

Non-Executive Director: Sheikh Maktoum Hasher al Maktoum

Company Secretary: Guy Robertson

Corporate Information ASX Code: ARV

David Lenigas, Artemis’s Executive Chairman, commented;

“Since the announcement on 10 November 2017 to acquire the controlling interest in the Elysian Tenements next to Comet Well, Artemis has been discussing with and watching local prospectors metal detect on the ground that extends west from Comet Well. The results over a short period of time, have identified both vein hosted and water melon seed nuggets. This is a great start and once the tenements are granted, Artemis looks forward to embarking on a significant exploration programme to extend the Purdy’s Reward and Comet Well trend of gold mineralisation.”

Figure 1: Nuggets recovered within Elysian tenements and purchased from prospectors (during week beginning 13 November 2017)

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Artemis Resources Limited (“ Artemis ” or “ the Company ”) ( ASX: ARV ) is pleased to announce that local prospectors (during the week commencing 13 November 2017) have been recovering gold nuggets (Figure 1) from tenements to be acquired by Artemis. On 10 November 2017 Artemis signed a binding agreement to acquire a 70% interest in 302.27km[2] of tenements south of Karratha, in the Pilbara Region of Western Australia. This package of tenements comprises two (2) granted exploration licences, eight (8) exploration licence applications and three (3) prospecting licence applications (see Figure 2).

Artemis geologists have been talking to prospectors and have witnessed the recovery of gold nuggets from the new acquisition tenements, immediately adjacent to Comet Well and Radio Hill. As well as confirming gold locations (Table 2), Artemis has also purchased these gold nuggets from the prospectors (Figure 1). The gold nuggets appear to be both specimen gold and watermelon seed. Further investigation is required, and once the application tenements are granted, geologists will be able to undertake ground disturbing activities, which will include trenching and pitting.

Figure 2: Showing the new tenements to be acquired and gold nugget locations reported by local prospectors and confirmed by Artemis geologists.

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The terms of the transaction are detailed below.

Terms of the Transaction:

Artemis has entered into a binding agreement with Sorrento Resources Pty Ltd ( Sorrento ), Elysian Resources Pty Ltd ( Elysian ), Hard Rock Resources Pty Ltd ( Hard Rock ), Hamersley Gold Pty Ltd ( Hamersley ), and Sherlock Bay Exploration Pty Ltd ( Sherlock Bay ) (together the Parties ) ( Agreement ), whereby Artemis will acquire (Table 1): 100% of the issued capital of Elysian and Hard Rock; and a 70% interest in exploration licence application 47/3487 from Sorrento ( Tenement Acquisition ). Elysian and Hard Rock are the holders of the following exploration licences and mining tenement applications:

Table 1: Tenements to be acquired by Artemis

Tenement	Status	Legal area	**Area km2 **	Holder	Artemis interest after Settlement (%)
E47/3340	Application	7 blocks	22.38	Hard Rock	70
E47/3341	Granted	3 blocks	7.16	Hard Rock	70
E47/3361	Application	5 blocks	15.97	Hard Rock	70
E47/3390	Granted	1 block	0.14	Hard Rock	70
E47/3443	Application	35 blocks	111.83	Elysian	70
E47/3534	Application	1 block	3.19	Hard Rock	70
E47/3535	Application	3 blocks	9.58	Hard Rock	70
E47/3536	Application	5 blocks	15.96	Hard Rock	70
E47/3564	Application	26 blocks	82.99	Elysian	70
P47/1832	Application	112 ha	1.12	Hard Rock	70
P47/1833	Application	199 ha	1.99	Hard Rock	70
P47/1881	Application	117.24ha	1.17	Hard Rock	70

The above tenements together with E47/3487 (which itself encompasses an area of 28.78km[2] ) make up the total of the portfolio of tenements ( Tenements ).

Pursuant to the Tenement Acquisition and in accordance with the Agreement, the Parties have agreed to establish a joint venture in relation to the Tenements, whereby Artemis will hold a 70% interest in the joint venture via its 100% holdings in both Elysian (35% JV interest) and Hard Rock (35% JV interest), and Hamersley and Sherlock Bay will hold the remaining 30% JV interest between them ( Karratha Gold Joint Venture ).

Completion of the Tenement Acquisition and the establishment of the Karratha Gold Joint Venture (together referred to as the Transaction ) is subject to the following material Agreement terms:

• (a) ( Conditions to settlement ): Settlement of the Tenement Acquisition ( Settlement ) is conditional upon:

• (i) Artemis obtaining all necessary shareholder, regulatory and third-party approvals pursuant to the ASX Listing Rules, the Corporations Act 2001 (Cth) and any other law to allow Artemis to lawfully complete the matters set out in the Agreement, unless waived by the Parties; and

• (ii) Artemis receiving confirmation of payment instructions from Sorrento and Sherlock Bay (together the Vendors (or in the context of the Karratha Gold Joint Venture, the Minority Participants )).

• (b) ( Consideration ): As consideration for the Tenement Acquisition, Artemis has agreed to: (i) pay the Vendors (or their nominees) an aggregate sum $500,000 in cleared funds no later than five (5) business days after the signing of the Agreement;

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• (ii) at Settlement, issue an aggregate of 25,000,000 fully paid ordinary shares in the capital of Artemis ( Shares ) ( Tranche 1 Consideration Shares ), and pay an aggregate of $1,000,000 in cleared funds to the Vendors (or their nominees); and

• (iii) subject to Settlement occurring, and by no later than 31 January 2018 (or such later time as may be agreed between the Parties), Artemis shall issue to the Vendors (or their nominees) a further 8,000,000 Shares (in aggregate).

• (c) ( Karratha Gold Joint Venture terms ): The material terms of the Karratha Gold Joint Venture are as follows:

• (i) from Settlement and until a Feasibility Study (as defined in the JORC Code) is announced by Artemis with reserves of at least 100,000 Au ounces ( Free Carried Period ), Artemis agrees to solely fund all costs incurred in connection with the activities of exploration and, development of the Tenements (as applicable) ( Expenditure ) and free carry the Minority Participants interest in the Tenements (including by keeping the Tenements in good standing);

• (ii) Artemis will manage exploration during the Free Carried Period (with no right to any management fee);

• (iii) Artemis will ensure that the minimum expenditure obligations are met for each of the Tenements during the first 2 years of the Free Carried Period and thereafter, if the expenditure condition is not met, Artemis must ensure an application for exemption is lodged in a timely manner;

• (iv) upon conclusion of the Free Carried Period, Artemis and the Minority Participants must contribute to expenditure made or incurred in respect of the Karratha Gold Joint Venture in proportion to their joint venture interest, which expenditure must be authorised by the joint venture committee;

• (v) if Artemis or the Minority Participants do not contribute to expenditure in accordance with the Karratha Gold Joint Venture terms, the relevant parties joint venture interest will dilute in accordance with a standard dilution formula; and

• (vi) a formal joint venture agreement will be prepared within 6 months of execution of the Agreement (or such longer time as may be agreed in writing).

The Agreement otherwise contains terms and conditions which are typical for an agreement of this nature.

Artemis envisions that it will have sufficient placement capacity to issue the Tranche 1 Consideration Shares at the conclusion of its Annual General Meeting of Shareholders, which is to be held on Wednesday 29 November 2017.

As such, it is likely that Settlement will occur within five (5) business days from the date of the Annual General Meeting.

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Figure 3: Artemis’ tenement package in the Karratha Region of Western Australia

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CONTACTS:

For further information on this update or the Company generally, please visit our website at www.artemisresources.com.au or contact:

Investors / Shareholders

Edward Mead Executive Director Telephone: +61 407 445 351 Email: Ed.Mead@artemisresources.com.au

BACKGROUND INFORMATION ON ARTEMIS RESOURCES:

Artemis Resources Limited is a resources exploration and development company with a focus on its prospective Karratha (Figure 3)(gold, cobalt, base metals, platinum group elements and iron ore) and the Mt Clement Paulsens (gold) project in Western Australia.

Artemis owns the fully permitted ~500,000tpa Radio Hill nickel and copper operations and processing plant located 25km south of Karratha. JORC 2004 compliant resources of Gold, Nickel, Copper PGE's

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and Zinc, all situated within a 40km radius of the Radio Hill plant and on 1,838km[2] of tenements that form the consolidated assets of Artemis Resources.

Artemis have signed Definitive Agreements with Novo Resources Corp. (“Novo”), whereby Novo can farm-in to 50% of gold (and other minerals necessarily mined with gold) in conglomerate and/or paleoplacer style mineralization in Artemis’ tenements within 100km of the City of Karratha, including at Purdy’s Reward (“the Gold Rights”). The Gold Rights do not include (i) gold disclosed in Artemis’ existing (at 18 May 2017) JORC compliant Resources and Reserves or (ii) gold which is not within conglomerate and/or paleoplacer style mineralization or (iii) minerals other than gold. Artemis’ Mt Oscar tenement is excluded from the Definitive Agreements.

The farm-in commitment now requires Novo to expend AUD $2 million on exploration within two years of satisfying conditions precedent in the definitive agreements.

The Definitive Agreements cover 38 tenements/tenement applications that are 100% owned by Artemis. On completion of the farm-in commitment, three 50:50 joint ventures will be formed between Novo’s subsidiary, Karratha Gold Pty Ltd (“Karratha Gold”) and three subsidiaries of Artemis. The joint ventures will be managed as one by Karratha Gold. Artemis and Novo will contribute to further exploration and mining of the Gold Rights on a 50:50 basis. Further definitive agreements covering approximately 19 Artemis tenements/tenement applications that are already subject to third party interests are expected to be signed once all necessary third-party consents have been obtained.

COMPETENT PERSONS STATEMENT:

The information in this document that relates to Exploration Results and Exploration Targets is based on information compiled or reviewed by Allan Younger, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Younger is a consultant to the Company, and is employed by Indigo Geochemistry Pty Ltd. Mr Younger 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 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Younger consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

FORWARD LOOKING STATEMENTS AND IMPORTANT NOTICE:

This report contains forecasts, projections and forward-looking information. Although the Company believes that its expectations, estimates and forecast outcomes are based on reasonable assumptions it can give no assurance that these will be achieved. Expectations, estimates and projections and information provided by the Company are not a guarantee of future performance and involve unknown risks and uncertainties, many of which are out of Artemis’ control. Actual results and developments will almost certainly differ materially from those expressed or implied. Artemis has not audited or investigated the accuracy or completeness of the information, statements and opinions contained in this presentation. To the maximum extent permitted by applicable laws, Artemis makes no representation and can give no assurance, guarantee or warranty, express or implied, as to, and takes no responsibility and assumes no liability for (1) the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission from, any information, statement or opinion contained in this report and (2) without prejudice to the generality of the foregoing, the achievement or accuracy of any forecasts, projections or other forward looking information contained or referred to in this report.

Investors should make and rely upon their own enquiries before deciding to acquire or deal in the Company’s securities.

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Table 2: Location of gold nuggets recovered by metal detecting with a Minelab GPZ7000.

Site	East	North	RL
1-200Oz	491945.5	7676674	102.51
2-300Oz	491344	7676308	98.9
Elysian 477	492056	7674675	87.36
Elysian 478	492186	7674887	95.54
Elysian 479	492094	7674968	93.37
Elysian 480	491881	7674818	95.54
Elysian 481	491740	7676124	88.57
Elysian 482	491760	7676096	88.33
Elysian 483	491748	7676748	110.19
Elysian 484	491987	7676709	101.3
Elysian 485	491936.2	7676673	102.75
Elysian 486	491781	7676646	116.93
Elysian 487	491938	7676897	106.11
Elysian 488	492694	7676249	93.85
Elysian 489	493247.8	7672960	92.89
Elysian 490	493582.3	7673037	91.69
Elysian 491	493682.8	7673119	92.65
Elysian 498	493262.8	7672717	92
Elysian 499	493266.2	7672709	92.41
Elysian 500	493264.9	7672711	93.13
Elysian 501	493149.8	7672663	91.69
Elysian 502	493149	7672668	91.21
Elysian 503	493146.9	7672658	91.69
Elysian 504	493282.5	7672733	96.98
Elysian 505	493283.8	7672732	96.98
Elysian 507	493263.9	7672687	90.01
Elysian 508	493201.3	7672708	92.21
Elysian 509	493192.6	7672704	91.45
Elysian 510	493186.2	7672701	90.96
Elysian 511	493185.8	7672698	90.49
Elysian 512	493192	7672695	91.45
Elysian 513	493225.9	7672681	89.77
Elysian 514	493547.5	7672347	91.45
Elysian 515	493622.9	7672466	90.25
Elysian 516	493618.8	7672463	88.81
Elysian 517	493623.5	7672457	89.77
Elysian 518	493646.3	7672495	91.69
Elysian 519	493387.8	7672468	89.53
Elysian 520	493410.7	7672810	85.2
Elysian 521	493250.5	7672706	92.41
Elysian 522	493254.2	7672706	91.45
Elysian 524	493287.2	7672736	91.21
Elysian 525	493264.9	7672702	90.97
Elysian 526	493266.7	7672689	90.73
Elysian 527	493262.9	7672685	90.73
Elysian 528	493214.6	7672700	90.49
Elysian 529	493148.1	7672666	89.05
Elysian 530	493407.9	7672802	90.25
Hot Rock 1	493025.5	7662833	116
Hot Rock 2	493036	7662836	116
Hot Rock 3	493033.4	7662826	118
Hot Rock 5	493039.4	7662832	118
Hot Rock 6	493050.2	7662824	127
Hot Rock 7	493039.1	7662830	124
Hot Rock 8	493032	7662827	124
Nug01	493195.2	7672696	89.29
Nug02	493213.4	7672703	88.08
Nug04	493249.5	7672707	90.96

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JORC Code, 2012 Edition – Table 1

Section 1 Sampling Techniques and Data

(Criteria in this section apply to all succeeding sections.)

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Sampling	•	Nature and quality of sampling (eg cut	•	A metal detector was used to identify
techniques		channels, random chips, or specific		anomalous zones	and gold nuggets within		the
		specialised industry standard		near surface profile.
		measurement tools appropriate to the	•	The nuggets were then hand dug.
		minerals under investigation, such as	•	Total weight of nuggets is 18.3		grams.
		down hole gamma sondes, or handheld
		XRF instruments, etc.). These
		examples should not be taken as
		limiting the broad meaning of sampling.
	•	Include reference to measures taken to
		ensure sample representivity and the
		appropriate calibration of any
		measurement tools or systems used.
	•	Aspects of the determination of
		mineralisation that are Material to the
		Public Report.
	•	In cases where ‘industry standard’ work
		has been done this would be relatively
		simple (eg ‘reverse circulation drilling
		was used to obtain 1 m samples from
		which 3 kg was pulverised to produce a
		30 g charge for fire assay’). In other
		cases more explanation may be
		required, such as where there is coarse
		gold that has inherent sampling
		problems. Unusual commodities or
		mineralisation types (eg submarine
		nodules) may warrant disclosure of
		detailed information.
Drilling	•	Drill type (eg core, reverse circulation,	•	Drilling not being reported
techniques		open-hole hammer, rotary air blast,
		auger, Bangka, sonic, etc.) and details
		(eg core diameter, triple or standard
		tube, depth of diamond tails, face-
		sampling bit or other type, whether core
		is oriented and if so, by what method,
		_etc.). _
Drill sample	•	Method of recording and assessing core	•	Not drilling results.
recovery		and chip sample recoveries and results
		assessed.
	•	Measures taken to maximise sample
		recovery and ensure representative
		nature of the samples.
	•	Whether a relationship exists between
		sample recovery and grade and
		whether sample bias may have
		occurred due to preferential loss/gain of
		fine/coarse material.
Logging	•	Whether core and chip samples have	•	Detecting sites	were gps	located	and
		been geologically and geotechnically		photographed.
		logged to a level of detail to support
		appropriate Mineral Resource
		estimation, mining studies and
		metallurgical studies.
	•	Whether logging is qualitative or
		quantitative in nature. Core (or costean,
		channel, etc.) photography.
	•	The total length and percentage of the
		relevant intersections logged.

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Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Sub-	•	If core, whether cut or sawn and	•	No sub sampling as no drilling related samples.
sampling		whether quarter, half or all core taken.
techniques	•	If non-core, whether riffled, tube
and sample		sampled, rotary split, etc. and whether
preparation		sampled wet or dry.
	•	For all sample types, the nature, quality
		and appropriateness of the sample
		preparation technique.
	•	Quality control procedures adopted for
		all sub-sampling stages to maximise
		representivity of samples.
	•	Measures taken to ensure that the
		sampling is representative of the in situ
		material collected, including for instance
		results for field duplicate/second-half
		sampling.
	•	Whether sample sizes are appropriate
		to the grain size of the material being
		sampled.
Quality of	•	The nature, quality and appropriateness	•	Not Analysed
assay data		of the assaying and laboratory
and		procedures used and whether the
laboratory		technique is considered partial or total.
tests	•	For geophysical tools, spectrometers,
		handheld XRF instruments, etc., the
		parameters used in determining the
		analysis including instrument make and
		model, reading times, calibrations
		factors applied and their derivation, etc.
	•	Nature of quality control procedures
		adopted (eg standards, blanks,
		duplicates, external laboratory checks)
		and whether acceptable levels of
		accuracy (i.e. lack of bias) and precision
		_have been established. _
Verification	•	The verification of significant	•	No verification sampling		has been undertaken.
of sampling		intersections by either independent or
and assaying		alternative company personnel.
	•	The use of twinned holes.
	•	Documentation of primary data, data
		entry procedures, data verification, data
		storage (physical and electronic)
		protocols.
	•	Discuss any adjustment to assay data.
Location of	•	Accuracy and quality of surveys used to	•	Grid system used for sampling is MGA 94			(Zone
data points		locate drill holes (collar and down-hole		50)
		surveys), trenches, mine workings and
		other locations used in Mineral
		Resource estimation.
	•	Specification of the grid system used.
	•	Quality and adequacy of topographic
		control.
Data spacing	•	Data spacing for reporting of	•	Randomly	spaced	reconnaissance	metal
and		Exploration Results.		detecting.
distribution	•	Whether the data spacing and	•	Not for ore resource estimation.
		distribution is sufficient to establish the	•	No compositing applied.
		degree of geological and grade
		continuity appropriate for the Mineral
		Resource and Ore Reserve estimation
		procedure(s) and classifications
		applied.
	•	Whether sample compositing has been
		_applied. _
Orientation	•	Whether the orientation of sampling	•	No orientation of data. All surface sampling.
of data in		achieves unbiased sampling of possible
relation to		structures and the extent to which this is
		known, considering the deposit type.

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Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
geological	•	If the relationship between the drilling
structure		orientation and the orientation of key
		mineralised structures is considered to
		have introduced a sampling bias, this
		should be assessed and reported if
		material.
Sample	•	The measures taken to ensure sample	•	The gold specimens remain in the procession of
security		_security. _		the prospector.
Audits or	•	The results of any audits or reviews of	•	No audit of rock sampling data has been
reviews		_sampling techniques and data. _		completed to date

Section 2 Reporting of Exploration Results

(Criteria listed in the preceding section also apply to this section.)

Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary	Commentary
Mineral	•	Type, reference name/number,	•	See map elsewhere in this report for
tenement and		location and ownership including		locations.
land tenure		agreements or material issues with	•	The two granted		tenements E47/3341 and
status		third parties such as joint ventures,		E47/3390	are in	good standing.
		partnerships, overriding royalties,
		native title interests, historical sites,
		wilderness or national park and
		environmental settings.
	•	The security of the tenure held at the
		time of reporting along with any
		known impediments to obtaining a
		_licence to operate inthe area. _
Exploration	•	Acknowledgment and appraisal of	•	Historical exploration data is currently being
done by other		exploration by other parties.		collated.
parties			•	Extensive	exploration was undertaken		by
				Fox Resources and otherparties.
Geology	•	Deposit type, geological setting and	•	Morphology of		gold mineralization	is
		style of mineralisation.		unknown,	assumed to be potentially coarse
				grained.
			•	Area has potential for Shear zone			or
				Conglomerate gold occurences.
Drill hole	•	A summary of all information material	•	No drill holes being reported.
Information		to the understanding of the
		exploration results including a
		tabulation of the following information
		for all Material drill holes:
		o easting and northing of the drill
		hole collar
		o elevation or RL (Reduced Level –
		elevation above sea level in
		metres) of the drill hole collar
		o dip and azimuth of the hole
		o down hole length and interception
		depth
		o hole length.
	•	If the exclusion of this information is
		justified on the basis that the
		information is not Material and this
		exclusion does not detract from the
		understanding of the report, the
		Competent Person should clearly
		explain why this is the case.
Data	•	In reporting Exploration Results,	•	No aggregation methods used.
aggregation		weighting averaging techniques,
methods		maximum and/or minimum grade
		truncations (eg cutting of high grades)
		and cut-off grades are usually Material
		and should be stated.
	•	Where aggregate intercepts

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Criteria	**JORC Code explanation **	**JORC Code explanation **	Commentary	Commentary
		incorporate short lengths of high
		grade results and longer lengths of
		low grade results, the procedure used
		for such aggregation should be stated
		and some typical examples of such
		aggregations should be shown in
		detail.
	•	The assumptions used for any
		reporting of metal equivalent values
		_should be clearly stated. _
Relationship	•	These relationships are particularly	•	No mineralisation widths are being
between		important in the reporting of		reported.
mineralisation		Exploration Results.
widths and	•	If the geometry of the mineralisation
intercept lengths		with respect to the drill hole angle is
		known, its nature should be reported.
	•	If it is not known and only the down
		hole lengths are reported, there
		should be a clear statement to this
		effect (eg ‘down hole length, true
		_width not known’). _
Diagrams	•	Appropriate maps and sections (with	•	Appropriate maps and sections are
		scales) and tabulations of intercepts		available in the body of this announcement.
		should be included for any significant
		discovery being reported These
		should include, but not be limited to a
		plan view of drill hole collar locations
		_and appropriate sectional views. _
Balanced	•	Where comprehensive reporting of all	•	Reporting of results in this report is
reporting		Exploration Results is not practicable,		considered balanced.
		representative reporting of both low
		and high grades and/or widths should
		be practiced to avoid misleading
		_reporting of Exploration Results. _
Other	•	Other exploration data, if meaningful	•	No other significant exploration work has
substantive		and material, should be reported		been done by Artemis.
exploration data		including (but not limited to):
		geological observations; geophysical
		survey results; geochemical survey
		results; bulk samples – size and
		method of treatment; metallurgical test
		results; bulk density, groundwater,
		geotechnical and rock characteristics;
		potential deleterious or contaminating
		_substances. _
Further work	•	The nature and scale of planned	•	Plans are to undertake follow-up mapping
		further work (eg tests for lateral		and sampling with geochemical sampling,
		extensions, depth extensions or large-		trenching, and drilling with complementary
		scale step-out drilling).		metal detecting in appropriate areas.
	•	Diagrams clearly highlighting the
		areas of possible extensions,
		including the main geological
		interpretations and future drilling
		areas, provided this information is not
		_commercially sensitive. _

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