Artemis Resources Limited — Major Shareholding Notification 2014

Aug 21, 2014

604 Page 1 of 3 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company ARTEMIS RESOURCES LIMITED Name/Scheme ACN/ARSN 107 051 749

1. Details of substantial holder (1)

Name Exchange Minerals FZE

ACN/ARSN (if applicable)

The holder became a substantial holder on 05/06/2012

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

lder are as follows:
Class of securities (4)	Number of securities	Person’s votes (5)	Voting power (6)
ORDINARY SHARES	105,459,945	105,459,945	%9.94%

3. Details of relevant interests

The nature of the relevant interest of the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
	Taken under section 608(1)(b)
	of the Corporations Act to
	have a relevant interest in:
Exchange MineralsFZE	•28,897,445 fully paidordinary shares held byCiticorp Nominees PtyLimited (as nominee); and•76,562,500 fully paidordinary shares and76,562,500 unlisted optionsheld by Pershing Australia	105,459,945 fullypaid ordinary sharesand 76,562,500unlisted options(with an exerciseprice of $0.003 andexpiry date of 30June 2016)
	Nominees Pty Ltd (as
	nominee)

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 2 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number of
interest	securities	registered as holder(8)	securities
ExchangeMinerals FZE	Citicorp NomineesPty Limited	Exchange MineralsFZE	28,897,445 fullypaid ordinaryshares

604 Page 2 of 3 15 July 2001

ExchangeMinerals FZE	PershingAustraliaNominees Pty Ltd	Exchange MineralsFZE	76,562,500 fullypaid ordinaryshares and76,562,500unlisted options(with anexercise priceof $0.003 andexpiry date of30 June 2016)

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder ofrelevantinterest	Date ofacquisition	Consideration (9)		Class and number ofsecurities
		Cash	Non-cash
ExchangeMineralsFZE	28 March2012	$93,473.00		2,045,361 fullypaid ordinaryshares
ExchangeMineralsFZE	5 June2012	$391,000.00		23,000,000 fullypaid ordinaryshares
ExchangeMineralsFZE	26 June2014		51% interest inWestern MetalsPty Ltd (whichholds theWeerianna GoldProject), asdetailed in theArtemis ResourcesLimited ASXAnnouncement of26 June 2014	76,562,500 fullypaid ordinaryshares and76,562,500unlisted options(with an exerciseprice of $0.003and expiry date of30 June 2016)

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial shareholder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
NOT APPLICABLE

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Pershing AustraliaNominees Pty Ltd <IndianOcean A/C>	GPO Box 5343 Sydney NSW 2001
Exchange Minerals FZE	Level 41 Emirates Towers Sheikh Zayed Road Dubai UAE
Citicorp Nominees PtyLimited