Artemis Resources Limited — Capital/Financing Update 2018

Jun 19, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Artemis Resources Limited ( Artemis or Company )

ABN

80 107 051 749

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to Unquoted options ( CEO Options ). be issued

• 2 Number of[+] securities issued or - 10,000,000 Tranche 1 CEO Options; and -

• to be issued (if known) or 5,000,000 Tranche 2 CEO Options. maximum number which may be issued

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

- 10,000,000 Tranche 1 CEO Options exercisable at $0.2739 each, on or before 19 June 2021, vesting as follows: o first commercial sale following production from Artemis’s Radio Hill plant; and o continuous employment with the Company; or o upon a change of control transaction or redundancy. - 5,000,000 Tranche 2 CEO Options exercisable at $0.40 each, on or before 19 June 2021, vesting as follows: o on achievement of a 20-day VWAP of no less than $0.40; and o continuous employment with the Company; or o upon a change of control transaction or redundancy.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all respects from the date of The CEO Options will not be quoted. Fully paid allotment with an existing[+] class ordinary shares ( Shares ) in the capital of the of quoted[+] securities? Company to be issued upon exercise of CEO Options will rank equally with all other Shares If the additional securities do on issue. not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil. 6 Purpose of the issue CEO Options have been issued to Mr Wayne (If issued as consideration for Bramwell as part of Mr Bramwell’s remuneration the acquisition of assets, clearly package (long-term incentive). identify those assets) 6a Is the entity an[+] eligible entity Yes. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 29 November 2017. resolution under rule 7.1A was passed 6c Number of[+] securities issued 15,000,000 CEO Options. without security holder approval under rule 7.1 6d Number of[+] securities issued Nil. with security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15-day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8	Nil.
	Nil.
	Not applicable.
	Not applicable.
	Capacity under rule 7.1 – Capacity under rule 7.1A See Appendix 1	2,672,299 securities – 21,048,341 securities
	19 June 2018
	Number	+Class
	633,293,770	ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	13,000,000 2,000,000 6,000,000 5,439,858 11,250,000 10,000,0001 5,000,0002	Director employee rights expiry 30 June 2019. Employee performance rights expiry 30 June 2019. Unlisted options exercisable at 44 cents on or before 30 June 2020. Unlisted options exercisable at 45.38 cents on or before 31 January 2021. Unlisted options exercisable at 25 cents on or before 6 February 2019. Unlisted options exercisable at $0.2739 on or before 19 June 2021. Unlisted options exercisable at 40 cents on or before 19 June 2021

Notes :

1 Vesting as follows:

• first commercial sale following production from Artemis’s Radio Hill plant; and

• Mr Bramwell’s continuous employment with the Company; or

• o upon a change of control transaction or redundancy.

2 Vesting as follows:

• on achievement of a 20-day VWAP of no less than $0.40; and

• Mr Bramwell’s continuous employment with the Company; or

• upon a change of control transaction or redundancy.

• 10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• See chapter 19 for defined terms.

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(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which[+] quotation is Not applicable. sought

• 39 Class of[+] securities for which quotation is Not applicable. sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all respects Not applicable. from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Not applicable.

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be

• See chapter 19 for defined terms.

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quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ......................................................... Date: ....20/06/2018.............. (Company secretary) Print name: Guy Robertson

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities - Part 1 –

Introduced 01/08/12

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Introduced 01/08/12	Introduced 01/08/12
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	320,662,176
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,771,764 – 23/6/17 exercise of options 800,000 – 29/6/17 exercise of options 20,157,000 – 19/7/17 exercise of options 7,895,451 – 28/7/17 exercise of options 13,685,632 – 4/8/17 exercise of options 2,132,750 – 9/8/17 exercise of options 6,597,557 – 15/8/17 exercise of options 1,773,250 – 17/8/17 exercise of options 10,352,934 – 25/8/17 exercise of options 285,000 – 1/9/17 exercise of options 5,937,689 – 8/9/17 exercise of options 32,000,000 – approved EGM 8/9/17 1,542,500 – 13/9/17 exercise of options 9,262,901 – 22/9/17 exercise of options 16,570,326 – 29/9/17 exercise of options 4,400,000 – 31/10/17 exercise of options 15,959,803 – share issue approved AGM 29/11/17 45,000,000 – share issue approved AGM 29/11/17 5,000,000 – share issue approved AGM 29/11/17

• See chapter 19 for defined terms.

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	15,000,000 – share issue approved AGM 29/11/17 23,696,682 – share issue approved AGM 29/11/17
Subtractthe number of fully paid ordinary securities cancelled during that 12-month period	0
“A”	560,483,415

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	84,072,512
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12-month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	2,000,000 – 15/11/17 unlisted options 25,000,000 Shares – 8/12/17 2,000,000 – 8/12/17 unlisted options 8,000,000 Shares – 31/1/18 5,439,858 – 31/1/18 Unlisted options 10,000,000 – 5/2/18 shares 11,250,000 – 5/2/18 unlisted options 2,710,355 – 1/5/18 Share Issue 15,000,000 – 19/6/18 unlisted options (CEO Options)
“C”	81,400,213
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in	84,072,512

• See chapter 19 for defined terms.

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Step 2
Subtract“C” Note: number must be same as shown in Step 3	81,400,213
Total[“A” x 0.15] – “C”	2,672,299 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 560,483,415 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 56,048,341

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or 35,000,000 shares 5/2/18 & 6/2/18 agreed to be issued in that 12-month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items

• See chapter 19 for defined terms.

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“E” 35,000,000

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	56,048,341
Subtract“E” Note: number must be same as shown in Step 3	35,000,000
Total[“A” x 0.10] – “E”	21,048,341 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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