Artemis Resources Limited — Capital/Financing Update 2017

Jan 30, 2017

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Artemis Resources Limited ARBN: 80 107 051 749

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 Edward Mead Alex Duncan-Kemp

Non-Executive Directors George Frangeskides Campbell Baird

Company Secretary: Guy Robertson

Corporate Information ASX Code: ARV

ASX / Media Announcement

31 January 2017

Artemis orders gold production plant for Nickol River Gold Project – Karratha, Western Australia.

Artemis Resources Limited (“ Artemis ” or “ the Company ”) ( ASX: ARV ) is pleased to announce that it has now placed an order for the 150 tonne per hour trial gold recovery plant for its Nickol River Gold Project located 12 km from Karratha (Figure 1).

The gravity plant is due to arrive on site in approximately 8 weeks and is expected to be operational shortly thereafter on the newly signed 127 hectares of approved Mining Leases, as announced on 25 January 2017.

David Lenigas, Artemis’s Chairman, commented; “Artemis has significant gold resources available at Nickol River, Weerianna and Carlow Castle in the Karratha area, and getting Nickol River in to gold production as soon as possible is a key objective of the company. The latest mining deal signed with D&K Corps Investments last week on their approved Nickol River Mining Leases, in the heart of Artemis’s tenement package, allows us the opportunity to fast track the installation of the 150 tonne per hour processing plant.”

Figure 1: Artemis’s Tenements and Projects near Karratha (incl. Fox Resources Tenements which are subject to an acquisition agreement)

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ABOUT NICKOL RIVER GOLD PROJECT:

Artemis’s Nickol River Gold Project is located only 12 km from the regional mining centre of Karratha (15 minutes by road) in the Pilbara area of Western Australia and close to excellent infrastructure straddling the Karratha – Roebourne Highway.

The Company has identified significant areas at Nickol River that are highly weathered and free-dig from surface to depths of between 2 to 6 metres that would potentially be amenable to bulk scale mining and processing using a modern gravity plant for gold recoveries.

Artemis announced on 25 January 2017 that it had signed a binding agreement with D & K Corps Investments Pty Ltd granting Artemis the exclusive rights to explore, mine, process and extract and sell gold and precious metals from 5 Mining Leases, covering 127 hectares, to a depth of 5 metres from surface or depth of free dig with an excavator, with Artemis receiving 90% by weight of the gold and precious metals recovered, for an initial two (2) year term and yearly renewable by mutual consent. These new Mining Leases have approved heritage surveys and approved water extraction rights and a number of these new leases have approved Programme of Works.

Also, as previously reported on 25 January 2017, previous trial mining operations at Nickol River reported by Sir Samuel Mines NL listing Prospectus, noted that in 1984 a 10 tonne per hour plant tested 600 tonnes of surface material yielding a recovered grade of 0.33 grams per tonne of gold (“g/t Au”) and in 1985 a bigger 40 tonne per hour pilot plant processed 42,500 tonnes of surface material that yielded a recovered grade of 0.15 g/t Au.

More recent work completed by Artemis in 2012 and released to the ASX in the December 2012 Quarterly Report included auger soil sampling in the western portion of Artemis’s P47/1518, and a limited rock chip sampling programme. The auger sampling identified broad gold anomalies, with a maximum assay result of 6.9 g/ t Au. The rock chip sampling completed also returned anomalous Au, with results of up to 14.8 g/t Au from the Samantha Lode. The work completed by Artemis confirmed the tenor of gold mineralisation as identified in historic work. The historic work included 58 Reverse Circulation Drill holes, mapping and soil sampling.

There are currently no JORC compliant resources at Nickol River as the previous work outlined in the 1980’s in the Sir Samuel Mines NL Prospectus was published prior to the existence of JORC.

The company has also applied to convert its 38.7 Hectare Prospecting Licence (P47/1518), which covers the main Samantha, Tozer’s and Boiler Prospects, to a Mining Lease and a heritage survey from the Ngarluma Aboriginal Corporation has been requested. The Company expects both of these to be obtained during Q1 2017. A Programme of Works (“POW”) has been submitted to the Western Australian Department of Mines and Petroleum (“DMP”) for P47/1518 for an extensive trenching and pitting programme. This will be used for detailed grade control purposes prior to commencement of mining and processing operations and this work will be aimed at providing advanced grade and tonnage scheduling for the processing plant and is designed to convert the historic work to JORC standard.

Artemis has a total of around 1,500 hectares of approved and pending licences in the Nickol River area (Figure 2).

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Figure 2: Artemis’s Nickol River Tenements, including D & K Corps Investments as highlighted. Artemis now controls all but one small excised tenement at Nickol River

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BACKGROUND INFORMATION ON ARTEMIS RESOURCES

Artemis Resources Limited is a resources exploration and development company with a focus on its prospective West Pilbara (gold, base metals, platinum and platinum group elements) and Mt Clement-Paulsens (gold) projects in Western Australia. On 16 December 2016, Artemis announced the signing of a binding conditional agreement (“Agreement”) with Fox Resources Limited (“Fox”) for a 3 month exclusive option to buy their fully permitted AGIP 425,000 tpa Radio Hill nickel and copper operations, processing plant and associated mining and exploration tenements with significant existing JORC 2004 and 2012 compliant resources of Nickel, Copper and Zinc situated within a 15 km radius of the Radio Hill plant, for a total consideration of $3.5 million. The Radio Hill Plant is located 35 km south of Karratha in the Pilbara Region of Western Australia.

CONTACTS

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

	Investors / Shareholders Edward Mead Executive Director Telephone: +61 407 445 351 Email:emgeocorp@gmail.com	Media David Tasker Professional Public Relations Telephone: +61 433 112 936 Email:David.tasker@ppr.com.au

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COMPETENT PERSONS STATEMENT

The information in this document that relates to Exploration Results and Exploration Targets is based on information compiled or reviewed by Edward Mead, who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Mead is a Director of Artemis Resources Limited and is a consultant to the Company, and is employed by Doraleda Pty Ltd. Mr Mead 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 Mead 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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JORC Code, 2012 Edition – Table 1 Nickol River

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 channels,		A manual	grab sampling technique
techniques		random chips, or specific specialised industry		from bottom of hole was used to
		standard measurement tools appropriate to the minerals under investigation, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limiting the broad meaning of sampling.		obtain a 0.5-1.5kg sample for submission to the laboratory for Fire Assay/ICP analysis. No field duplicates, standard or blank
		Include reference to measures taken to ensure		samples were submitted for analysis.
		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, open-hole		Small power auger mounted on rear
techniques		hammer, rotary air blast, auger, Bangka, sonic,		of quad motorcycle
		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 and chip		No details	on sample	recovery or
recovery		sample recoveries and results assessed.		detailed	geological	logging	is
		Measures taken to maximise sample recovery		available.
		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 been		Samples were not logged by a
		geologically and geotechnically logged to a level		geologist.
		of detail to support appropriate Mineral Resource		It is not	considered	that these
		estimation, mining studies and metallurgical		samples will be used to support
		studies.		appropriate	Mineral	Resource
		Whether logging is qualitative or quantitative in		estimation,	mining	studies	or
		nature. Core (or costean, channel, etc)		metallurgical studies.
		photography.		Logging not completed.
		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 whether quarter,		The random sampling of subsurface
sampling		half or all core taken.		soil is considered representative of
techniques		If non-core, whether riffled, tube sampled, rotary		the mineralisation present in the
and sample		split, etc and whether sampled wet or dry.		target lithological units.
preparation		For all sample types, the nature, quality and		No field duplicates were collected for
		appropriateness of the sample preparation		analysis.
		technique.		A sample size of 0.5-1.5kg was
		Quality control procedures adopted for all sub-		collected and considered appropriate
		sampling stages to maximise representivity of		and representative for the grain size
		samples.		and style of mineralisation
		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 of the		Genalysis/Intertek Laboratories
assay data		assaying and laboratory procedures used and		(Perth) were used for all analysis work
and		whether the technique is considered partial or		carried out on the Artemis Resources
laboratory		total.		Ltd auger samples. The laboratory
tests		For geophysical tools, spectrometers, handheld		techniques below are for all samples
		XRF instruments, etc, the parameters used in		submitted to Genalysis/Intertek and
		determining the analysis including instrument		are considered appropriate for the
		make and model, reading times, calibrations		style of mineralisation defined at the
		factors applied and their derivation, etc.		Nickol River Project:
		Nature of quality control procedures adopted (eg		oAR10/GF (10g Aqua-Regia
		standards, blanks, duplicates, external laboratory		digest – Graphite Furnace AAS
		checks) and whether acceptable levels of		Finish)
		accuracy (ie lack of bias) and precision have been		oAu Repeats AR10/SAA (10gm
		established.		Aqua-Regia digest, solvent
				extraction AAS finish.
				oAg, As, Co 4A/MS (4 acid
				digest, ICP/MS finish)
				oCr, Cu, Fe, Ni, Pb, Zn 4A/OE
				(4 acid digest, ICP/OES finish).
				Total digestion technique.
				Internal laboratory controls only.
Verification		The verification of significant intersections by		Data compilation and verification of
of sampling		either independent or alternative company		historic exploration data is ongoing.
and assaying		personnel.		No adjustments of assay data are
		The use of twinned holes.		considered necessary.
		Documentation of primary data, data entry
		procedures, data verification, data storage
		(physical and electronic) protocols.
		Discuss any adjustment to assay data.

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Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Location of		Accuracy and quality of surveys used to locate		A Garmin GPSMap62 hand-held GPS
data points		drill holes (collar and down-hole surveys),		is used to define the location of the
		trenches, mine workings and other locations used		auger sample locations. Standard
		in Mineral Resource estimation.		practice is for the GPS to track the
		Specification of the grid system used.		location of the user constantly and the
		Quality and adequacy of topographic control.		location of the auger samples are
				recorded electronically as ‘waypoints’
				at the time of sampling. Sample
				locations are considered to be
				accurate to within 5m.
				Grid system used for Artemis
				Resources Ltd sampling is MGA 94
				(Zone 50)
Data spacing		Data spacing for reporting of Exploration Results.		Auger sites were on25m apart with
and		Whether the data spacing and distribution is		sample lines 50m apart.
distribution		sufficient to establish the degree of geological		Data from auger samples will not be
		and grade continuity appropriate for the Mineral		used in resource and reserve
		Resource and Ore Reserve estimation		estimations. Sampling is based on
		procedure(s) and classifications applied.		specific geological targets to
		Whether sample compositing has been applied.		understand geochemical distribution.
				No sample compositing is used in this
				report.
Orientation		Whether the orientation of sampling achieves		Samples traverses were orientated
of data in		unbiased sampling of possible structures and the		north-south as most lodes and the
relation to		extent to which this is known, considering the		geological sequence strike east-west.
geological		deposit type.		As the sampling was targeting specific
structure		If the relationship between the drilling orientation		lithologies, to understand the
		and the orientation of key mineralised structures		distribution of geochemistry within
		is considered to have introduced a sampling bias,		different rock types and alteration
		this should be assessed and reported if material.		types, there may be some bias in
				these samples.
Sample		The measures taken to ensure sample security.		The chain of custody is managed by
security				the field operator who places calico
				sample bags in polyweave sacks. Up
				to 10 calico sample bags are placed
				in each sack. Each sack is clearly
				labelled with:
				 Artemis Resources Ltd
				 Address of laboratory
				 Sample range
				Samples are then transported to Perth
				via road Freight
Audits or		The results of any audits or reviews of sampling		No audit of auger sampling data has
reviews		techniques and data.		been completed to date. Data is
				validated when loading into the
				database.

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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
Mineral		Type, reference name/number, location and		P47/1518, P47/1519, P47/1520,
tenement and		ownership including agreements or material		E47/2716 are granted tenements –
land tenure		issues with third parties such as joint ventures,		100% held by KML no2 Pty Ltd, a
status		partnerships, overriding royalties, native title		100% owned subsidiary of Artemis
		interests, historical sites, wilderness or national		Resources Ltd.
		park and environmental settings.		P47/1126 and E47/3373 are
		The security of the tenure held at the time of		application tenements – 100%
		reporting along with any known impediments to		held by KML no2 Pty Ltd, a 100%
		obtaining a licence to operate in the area.		owned subsidiary of Artemis
				Resources Ltd.
				All tenements are in good standing
				and no known impediments exist.
				See map elsewhere in this report
				for locations.
Exploration		Acknowledgment and appraisal of exploration by		Historic gold production is known
done by other		other parties.		from Nickol River through small-
parties				scale mining and dry-blowing
				activities, estimated production is
				13kg of gold between 1900-1911.
				Trial mining operations at Nickol
				River in 1984, with a 10 tonne per
				hour plant tested 600 tonnes of
				material, yielded a recovered
				grade of 0.33 grams per tonne of
				gold (“g/t Au”) and in 1985 a bigger
				40 tonne per hour pilot plant
				processed 42,500 tonnes of
				material that yielded a recovered
				grade of 0.15 g/t Au.
				Samantha Exploration NL
				completed 21 reverse circulation
				drillholes following trenching, soil
				sampling and mapping activities in
				period 1984-5. In 1989 Vince
				Roberts & Associates completed a
				further 22 reverse circulation
				drillholes. During 1990-94 Sir
				Samuel Mines NL explored the
				area completing extensive soil
				sampling programs and an
				aeromagnetics survey. In 1994
				Moonstone Resources NL
				completed 95 RAB holes and 36
				reverse circulation drillholes within
				the area.
				All exploration and analysis
				techniques conducted by the
				parties are considered to have
				been appropriate given the
				available techniques at the time.

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Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Geology		Deposit type, geological setting and style of		At Nickol	River coarse	gold
		mineralisation.		mineralisation is thought to			be
				present as	the basal remnants	of a
				supergene	enriched zone
				developed	during lateritisation,
				with primary mineralisation
				originally	emplaced along		a
				fault/shear	zones.
				At Nickol River, gold mineralisation
				has been	identified as being
				associated	with ultramafic
				lithologies.
				As exploration is at an early stage
				at Nickol	River, further work is
				required	to determine		the
				geological setting and provenance
				of the gold	mineralisation.
Drill hole		A summary of all information material to the		Collar easting and Northing			co-
Information		understanding of the exploration results including		ordinates were recorded, elevation
		a tabulation of the following information for all		data from	GPS is regarded		as
		Material drill holes:		unreliable	and disregarded.		All
		o easting and northing of the drill hole collar		holes were vertical and			the
		o elevation or RL (Reduced Level – elevation		majority of	samples were collected
		above sea level in metres) of the drill hole		in the depths of 0.3-0.5m; a limited
		collar		number were at 0.6m depth.
		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, weighting		No upper	or lower cut-off grade
aggregation		averaging techniques, maximum and/or		was applied.
methods		minimum grade truncations (eg cutting of high		No metal equivalents are used for
		grades) and cut-off grades are usually Material		reporting.
		and should be stated.
		Where aggregate intercepts 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 important in		The auger sampling was			to
between		the reporting of Exploration Results.		indicate the areal dispersion of
mineralisation		If the geometry of the mineralisation with respect		gold from the primary sources		and
widths and		to the drill hole angle is known, its nature should		identify the	locations of the primary
intercept lengths		be reported.		zones.
		If it is not known and only the down hole lengths		Detailed review to identify			the
		are reported, there should be a clear statement		primary zones does not appear to
		to this effect (eg ‘down hole length, true width not		have been	completed.
		_known’). _

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Criteria	JORC Code explanation	JORC Code explanation	Commentary	Commentary
Diagrams		Appropriate maps and sections (with scales) and		Appropriate maps and sections are
		tabulations of intercepts should be included for		available in the body of this
		any significant discovery being reported These		announcement.
		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 and		No other significant exploration
substantive		material, should be reported including (but not		work has been done by Artemis.
exploration data		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 further work (eg		Artemis has plans in place to
		tests for lateral extensions, depth extensions or		follow-up this mapping and
		large-scale step-out drilling).		sampling with further geochemical
		Diagrams clearly highlighting the areas of		sampling, trenching, and drilling.
		possible extensions, including the main		POW applications have recently
		geological interpretations and future drilling		been lodged for this work at Nickol
		areas, provided this information is not		River.
		commercially sensitive.

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