Artemis Resources Limited - Proxy Solicitation & Information Statement 2009

==> picture [162 x 116] intentionally omitted <==

Dear Option Holder

Enclosed herewith is a copy of material that has been sent to Artemis Resources Limited Shareholders.

Yours faithfully

==> picture [103 x 36] intentionally omitted <==

John M Hartigan SECRETARY

ABN: 80 107 051 749

==> picture [63 x 63] intentionally omitted <==

Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: [email protected] Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 2205

www.artemisresources.com.au

==> picture [578 x 11] intentionally omitted <==

==> picture [161 x 115] intentionally omitted <==

2 September 2009

Dear Shareholder

It is with pleasure that I write to you about the future activities of the Company and the progress to date on our projects. In the attached newsletter, as well as the quarterly report recently issued by the Company, you will see that there has been considerable activity in the Company and the forthcoming year will hopefully see further significant progress made.

This year we are planning to be engaged in two drilling campaigns, one in Niger, Africa and another in Western Australia, at Mt Clement.

Our prospect in Niger is a uranium joint venture in which we have agreed to increase our interest from 25% to 49%. The Company believes the location of the tenement is prospective, being only some 800 metres away from Teguidda, a mine which is currently being developed by a state-owned Chinese company, SinoU, and which has a uranium resource of 15,000 tU of U3O8 grading 0.2%. Production at Teguidda is planned for 2010 with an initial expected output of 700 tonnes per year;
The Mt Clement prospect has been investigated over the course of the last financial year and three significant magnetic bulls eye targets have been identified between 60 and 90 metres below the surface and immediately adjacent to the current indicated resource of 526,000 tonnes grading 2.4 g/t gold for 40,600 ounces gold. None of the previous drilling in the tenement had intercepted these magnetic targets. It is proposed that six drill holes will be completed this year to test these targets which are within granted mining leases;
Our newest potential acquisition is of 20% of the Mundong Well Project and 100% of the adjacent Mundong West Project in Western Australia. Due diligence is being completed this month to determine whether we will proceed with the acquisition. Initial results for Mundong Well have shown it to be prospective for uranium, copper and lead.

==> picture [63 x 63] intentionally omitted <==

ABN: 80 107 051 749

Telephone: +61 2 9299 8820 Facsimile: +61 2 9262 2885 Email: [email protected] Address: Level 10, 1 Margaret Street, Sydney NSW 2000 Postal Address: PO Box R933, Royal Exchange NSW 1225

www.artemisresources.com.au

Enclosed with this letter is a package of documents that advises shareholders of a forthcoming Extraordinary General Meeting. A number of resolutions are proposed to give the Company the flexibility to raise funds in the immediate future and acquire further investments through placements of shares and options. The Directors will also seek approval in relation to the Niger Project and the proposed acquisitions of interests in Mundong Well and Mundong West, should those prospects be acquired. There is also one resolution for the issue of options to consultants engaged by the Company in respect of services provided to the Company.

In the meantime, I urge you to carefully consider the details of all of the resolutions set out in the notice of meeting and to consider the further information contained in the explanatory memorandum which forms part of that notice. If you are in doubt as to how to vote in respect of the proposed resolutions, you should seek advice from your accountant, solicitor or other professional adviser.

I look forward to seeing you at the forthcoming general meeting.

Yours sincerely

Sevag Chalabian Chairman

ARTEMIS RESOURCES LIMITED A B N 8 0 1 0 7 0 5 1 7 4 9

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 7 October 2009 at 3.30pm (EST).

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

ARTEMIS RESOURCES LIMITED A B N 8 0 1 0 7 0 5 1 7 4 9

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Artemis Resources Limited ( Company ) will be held in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 7 October 2009 at 3.30pm (EST) ( General Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the General Meeting and forms part of this Notice.

Terms and abbreviations used in this Notice are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approval of Placement of Shares and attaching Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“ That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the allotment and issue, within three months of the date of this resolution, of up to:

(a) 70 million Shares at a minimum price of $0.03 per Share; and

(b) 35 million free attaching Options on the terms set out in the Explanatory Memorandum .”

2. Resolution 2 – Approval of Placement of Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the allotment and issue, within three months of the date of this resolution, of up to 15,000,000 Options on the terms set out in the Explanatory Memorandum.”

3. Resolution 3 - Approval to Issue Shares in respect of acquisitions and investments

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 15,000,000 Shares to the persons, for the purposes and on the terms and conditions set out in the Explanatory Memorandum."

4. Resolution 4 – Approval to Issue Shares in respect of Mundong Well and Mundong West Projects

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 3,000,000 Shares to Jaguar Resources Pte Limited on the terms and conditions set out in the Explanatory Memorandum."

5. Resolution 5 – Approval to Issue Shares and Options in respect of Niger Project

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue 7,100,000 Shares and 7,100,000 Options to Afexco Pte Limited on the terms and conditions set out in the Explanatory Memorandum."

6. Resolution 6 – Ratification or Approval of Issue of Shares and Options in respect of Niger Project

"That, for the purposes of ASX Listing Rule 7.1 or 7.4 and all other purposes, Shareholders approve and ratify the issue and allotment of 2,900,000 Shares and 2,900,000 Options to Afexco Pte Limited on the terms and conditions set out in the Explanatory Memorandum."

7. Resolution 7 – Approval to Issue Options to Consultants

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for Company to allot and issue 3,562,500 Options to the Consultants (or their nominees) referred to, and on the terms and conditions set out, in the Explanatory Memorandum."

VOTING EXCLUSION STATEMENTS

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the Resolutions by the following persons:

Under ASX Listing Rule 14.11, the Resolutions by the following persons:	Company will disregard any votes cast on the
RESOLUTION	PERSONS EXCLUDED FROM VOTING
1 - Placement of Shares and attaching Options	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any oftheir respective associates.
2 – Placement of Options	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any oftheir respective associates.
3 – Issue of Shares in respect of acquisitions and investments	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any oftheir respective associates
4 - Issue of Shares for Mundong Well and Mundong West Projects	• Jaguar Resources Pte Limited; and • Any of its associates.
5 - Issue of Shares and Options for Niger Project	• Afexco Pte Limited; and • Any of its associates.
6 –Issue of Shares and Options for Niger Project	• Afexco Pte Limited; and • Any of its associates.
7 – Issue of Options – Consultants	• Any person who may participate in the proposed issue; • Any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed; and • Any oftheir respective associates

However, the Company need not disregard a vote if:

(a) It is cast by a person as proxy for a member who is entitled to vote, in accordance with the directions on the proxy appointment form; or
(b) It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTES

The Directors have determined that all the Shares that are quoted on the ASX at 3.30pm EST on 5 October 2009 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time. The entitlement of Shareholders to vote at the Meeting will be determined by reference to that time.

PROXIES

Please note that:

(a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

BY ORDER OF THE BOARD OF DIRECTORS

John Hartigan Company Secretary Dated: 2 September 2009

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business specified to be conducted at the General Meeting to be held in the Geoff Harris Room at Level 10, 1 Margaret Street, Sydney NSW 2000 on 7 October 2009 at 3.30pm (EST).

The Directors recommend that Shareholders read this Explanatory Memorandum in full in conjunction with the accompanying Notice of which this Explanatory Memorandum forms a part.

1. Resolution 1 – Approval of Placement of Shares and attaching Options

1.1 Background

Although no decision has yet been taken, the Company may wish to undertake a capital raising by way of a placement to raise further funds. In order to maintain maximum flexibility to do so, and to preserve the Company’s ability to issue equity securities within the 15 per cent annual limit under ASX Listing Rule 7.1, the Company seeks Shareholder approval under ASX Listing Rule 7.1 for a proposed placement involving the issue of Shares and attaching Options.

The placement will provide the Company with increased financial flexibility and provide additional funding to meet the Company’s working capital requirements.

1.2 ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of Shareholders.

Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 70 million Shares and 35 million free attaching Options. The effect of such approval is that any such Shares and Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

1.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue

The maximum number of Shares to be allotted and issued will be 70 million. The precise number to be allotted and issued, up to that maximum, will be determined by the Directors.

The maximum number of Options to be issued will be 35 million. The Options shall be issued for free to allottees of Shares in the proposed placement. One Option shall be issued for every two Shares allotted and issued in the proposed placement. The precise number of Options to be issued, therefore, up to the maximum of 35 million Options, will depend on the number of Shares allotted and issued in the proposed placement.

(b) The date by which the entity will issue the equity securities

It is anticipated that, subject to Shareholder approval, the Shares and Options will be allotted and progressively issued no later than three months after the date of the Meeting, or such later date as approved by the ASX by way of the ASX granting a waiver under the ASX Listing Rules.

The price at which the Shares will be issued will be determined by the Directors based on market conditions at the time of issue. However, the price will be at least $0.03 per Share. The Options will be issued for no additional consideration.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottees in the placement are not yet known, but will not be related parties of the Company or their associates. They will be identified on the basis of the Directors’ view of their ability to participate in the proposed placement and any added value they are able to bring to the Company.

(e) The terms of the equity securities

The Shares will rank equally in all respects with existing Shares on issue.

The Options shall be issued at an exercise price of 5 cents expiring 30 June 2011. The detailed terms of the Options are set out in Annexure A.

(f) The intended use of the funds raised

The funds to be raised by the Company are intended to be used for the following purposes:

(i) Exploration expenditure in relation to the Company’s existing projects;
(ii) Acquisition opportunities that may arise from time to time (though none is currently in the contemplation of the Company); and
(iii) General working capital requirements of the Company.
(g) The dates of allotment or a statement that allotment will occur progressively

See paragraph 1.3(b).

1.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1, as the proposed placement will provide the Company with increased financial flexibility and additional funding to meet the Company’s working capital requirements.

2. Resolution 2 – Approval of Placement of Options

2.1 Background

Although no decision has yet been taken, the Company may wish to undertake a placement of Options. In order to maintain maximum flexibility to do so, and to preserve the Company’s ability to issue equity securities within the 15 per cent annual limit under ASX Listing Rule 7.1, the Company seeks Shareholder approval under ASX Listing Rule 7.1 for a proposed placement involving the issue of Options.

The Company is actively engaged in seeking both direct and indirect investments in mineral resource projects which have the potential to increase Shareholder value. In the current market, opportunities to acquire assets may arise and the Company will often need to act quickly to secure those opportunities. The Options for which approval is sought under Resolution 2 will be issued at the discretion of the Board as consideration (or part of the consideration) for new acquisitions, opportunities or investments or as consideration to consultants and advisers of the Company for their assistance in securing opportunities for, or providing other services to, the Company.

The placement will provide the Company with increased financial flexibility and provide additional funding to meet the Company’s working capital requirements.

2.2 ASX Listing Rule Requirements

Resolution 2 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 15,000,000 Options. The effect of such approval is that any such Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

2.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue

The maximum number of Options to be issued will be 15,000,000.

(b) The date by which the entity will issue the equity securities

It is anticipated that, subject to Shareholder approval, the Options will be allotted and progressively issued no later than three months after the date of the Meeting, or such later date as approved by the ASX by way of the ASX granting a waiver under the ASX Listing Rules.

The Options will be issued at a price of $0.001 per Option.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottees in the placement are not yet known, but will not be related parties of the Company or their associates.

(e) The terms of the equity securities

The Options shall be issued at an exercise price of 5 cents expiring 30 June 2011. The detailed terms of the Options are set out in Annexure A.

(f) The intended use of the funds raised

The funds to be raised by the Company are intended to be used for the following purposes:

(i) Exploration expenditure in relation to the Company’s existing projects;
(ii) Acquisition opportunities that may arise from time to time (though none is currently in the contemplation of the Company); and
(iii) General working capital requirements of the Company.
(g) The dates of allotment or a statement that allotment will occur progressively

See paragraph 2.3(b).

2.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2, as the proposed placement will provide the Company with increased financial flexibility and additional funding to meet the Company’s working capital requirements.

3. Resolution 3 – Approval to Issue Shares in respect of acquisitions and investments

3.1 Background

Under Resolution 3, the Company seeks Shareholder approval to issue and allot equity securities, being up to 15,000,000 Shares. The purpose of this approval is to provide the Company with the flexibility to make additional placements of equity securities and to preserve the Company's cash resources.

The Company is actively engaged in seeking both direct and indirect investments in mineral resource projects which have the potential to increase Shareholder value. In the current market, opportunities to acquire assets may arise and the Company will often need to act quickly to secure those opportunities. The Shares for which approval is sought under Resolution 3 will be issued at the discretion of the Board as consideration (or part of the consideration) for new acquisitions, opportunities or investments.

Shares issued under Resolution 3 will not be issued to related parties of the Company, including Directors and their associates.

3.2 ASX Listing Rule Requirements

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 15,000,000 Shares as described above. The effect of such approval is that any such Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

3.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue
The maximum number of securities to be issued is 15,000,000 Shares.
(b) The date by which the entity will issue the equity securities

The Shares will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

The Shares will be issued for no cash consideration, but in consideration (or as part of the consideration) for new acquisitions, opportunities or investments.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The names of the allottees of the Shares are currently unknown but will not be related parties of the Company or their associates.

The terms of the equity securities

The Shares will rank equally in all respects with the Company's current issued Shares.

(f) The intended use of the funds raised

No funds will be raised from the issue of the Shares, as the Shares will be issued as consideration (or part of the consideration) for new acquisitions, opportunities or investments.

(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted progressively.

3.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 as it will assist the Company to preserve cash resources at the same time as allowing greater flexibility to issue further securities.

4. Resolution 4 – Approval of Issue of Shares in respect of Mundong Well and Mundong West Projects

4.1 Background

As announced to the ASX on 16 July 2009, the Company has entered into a agreement (“ Agreement ”) with Jaguar Resources Pte Limited (“ Jaguar ”) to acquire all of the issued shares in Wombat Resources Pty Limited (“ Wombat ”). Wombat is the holder of 20% of Western Australia exploration licence EL08/1609 (known as “ Mundong Well ”) and 100% of Western Australian exploration licence application ELA 08/1609 (known as “ Mundong West” ) (together the “ Tenements ”).

As set out in the 16 July 2009 announcement, the Mundong Well Uranium Project is located in the Ashburton region of Western Australia, 300km southwest of Karratha. Mundong Well covers 169 square kilometres and hosts a vein-type uranium deposit. It is also prospective for copper, lead, zinc and gold. If the Agreement is completed, the Company intends to proceed to a detailed review of all historical and recent exploration at Mundong Well and to examine the uranium anomaly at Mundong West.

Following the execution of the Agreement, the Company paid Jaguar a nonrefundable option fee of $15,000, in consideration for which the Company was given an exclusive period of 60 days in which to carry out due diligence. If, following that period of due diligence, the Company is satisfied with the results of its due diligence, the parties shall proceed to completion. At completion, the Company shall pay to Jaguar a further $85,000 and, subject to Shareholder approval, issue to Jaguar or its nominee 3,000,000 fully paid Shares. If approval is not forthcoming, the Agreement provides that the Company must pay the equivalent in cash to 3,000,000 fully paid Shares.

The Company therefore seeks the approval of Shareholders to issue 3,000,000 Shares to Jaguar should the parties proceed to completion.

This is to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of equity securities in the next 12 months and to preserve the Company's ability to issue equity securities within the 15 per cent annual limit under that ASX Listing Rule.

4.2 ASX Listing Rule Requirements

Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 3,000,000 Shares described above. The effect of such approval is that any such Shares will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

4.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue

The maximum number of securities to be issued is 3,000,000 Shares.

(b) The date by which the entity will issue the equity securities

The Shares will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

The Shares will be issued as part of the consideration for the acquisition of the Tenements under the Agreement.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottee will be Jaguar or its nominee.

(e) The terms of the equity securities

The Shares will rank equally in all respects with existing Shares on issue.

(f) The intended use of the funds raised

No funds will be raised from the issue of the Shares.

(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted at one time. The date of that allotment is currently unknown but will occur on and subject to completion of the Agreement.

4.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 4 as it will enable the Company to preserve cash resources, given that if approval is not forthcoming, the Company will have to pay further cash consideration to Jaguar under the Agreement.

5. Resolution 5 – Approval of Issue of Shares and Options in respect of Niger Project

5.1 Background

As announced to the ASX on 16 July 2009, the Company entered into a agreement (“ Niger Agreement ”) with Afexco Pte Limited (“ Afexco ”) to acquire the remaining issued shares of the Company’s subsidiary, Arminco Pte Limited (“ Arminco ”). The transaction is expected to be completed prior to the date of the General Meeting.

Arminco holds a 49% stake in an incorporated joint venture which owns two uranium tenements in Niger, West Africa, Tag 2 and Tag 4 (the “ Niger Uranium

Project ”). Upon the completion of the Niger Agreement, Arminco will be 100% owned by Artemis, and Artemis will have thereby increased its effective interest in the Niger Uranium Project from 25% to 49%.

Artemis must pay $400,000 in cash on completion of the acquisition of the 49% interest in Arminco from Afexco and issue 2.9 million fully paid Shares and 2.9 million Options at an exercise price of 4 cents (expiring five years from the date of issue). Those Shares and Options are expected to be issued prior to the date of the General Meeting within the 15 per cent annual limit under ASX Listing Rule 7.1. The Directors seek the ratification and approval of the issue of those Shares and Options under Resolution 6 (see below).

In addition, under the Niger Agreement the Company agreed, subject to Shareholder approval, to issue to Afexco a further 7.1 million fully paid Shares and 7.1 million Options (on the same terms as the Options referred to above). The purpose of Resolution 5 is to seek Shareholder approval to the issue of these additional Shares and Options. If Shareholder approval is not forthcoming, under the terms of the Niger Agreement, the Company must make a further cash payment of $284,000. The total cost of the acquisition to the Company is therefore calculated as $800,000.

The Directors seek approval of the issue of these additional Shares and Options in order to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of equity securities in the next 12 months and to preserve the Company's ability to issue equity securities within the 15 per cent annual limit under that ASX Listing Rule.

5.2 ASX Listing Rule Requirements

Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 7,100,000 Shares and 7,100,000 Options described above. The effect of such approval is that any such Shares and Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

5.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue
The maximum number of securities to be issued is 7,100,000 Shares and 7,100,000 Options.
(b) The date by which the entity will issue the equity securities

The Shares will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

The Shares and Options will be issued as part of the consideration for the acquisition of Arminco shares under the Niger Agreement.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottee will be Afexco Pte Limited.

(e) The terms of the equity securities

The Shares will rank equally in all respects with existing Shares on issue. The Options will be issued at an exercise price of 4 cents (expiring five years from the date of issue) and will be issued on the terms and conditions set out in Annexure B.

(f) The intended use of the funds raised

No funds will be raised from the issue of the Shares.

(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted at one time. The date of that allotment is currently unknown but will occur as soon as practicable following the passing of Resolution 5 (if passed).

5.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 5 as it will enable the Company to preserve cash resources, given that if approval is not forthcoming, the Company will have to pay a further $284,000 in cash under the Niger Agreement.

6. Resolution 6 – Ratification or Approval of Issue of Shares and Options in respect of Niger Project

6.1 Background

See paragraph 5.1 above.

Under Resolution 6, the Company seeks Shareholder approval and ratification of the allotment and issue of 2.9 million Shares and 2.9 million Options to Afexco Pte Limited under the terms of the Niger Agreement, which allotment and issue is expected to occur prior to the date of the General Meeting. If the Company does not issue these Shares and Options prior to the General Meeting, Shareholder approval under ASX Listing Rule 7.1 is also sought to permit the Company to issue the Shares and Options after the Meeting.

The information required by ASX Listing Rules 7.5 and 7.3 is set out below in the alternative.

6.2 ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

While the outcome of Resolution 6 will have no effect on the issue of the Shares to Afexco Pte Limited, Shareholder approval will restore the Company's ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 2.9 million Shares and 2.9 million Options.

6.3 ASX Listing Rule 7.5 Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.5:

(a) The number of equity securities allotted
A total of 2,900,000 Shares and 2,900,000 Options are to be allotted and issued.
(b) The price at which the equity securities were issued

The Shares and Options are to be issued as part of the consideration for the acquisition of Arminco shares under the Niger Agreement.

The Shares to be issued shall rank equally in all respects with existing Shares on issue. The Options are to be issued at an exercise price of 4 cents (expiring five years from the date of issue) and will be issued on the terms and conditions set out in Annexure B.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Shares and Options are to be issued to Afexco Pte Limited.

(e) The use (or intended use) of the funds raised

No funds are to be raised from the issue of the Shares or the Options as they are to be issued as part of the consideration under the Niger Agreement.

6.4 ASX Listing Rule 7.1

Resolution 6 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of 2,900,000 Shares and 2,900,000 Options if that issue does not occur prior to the Meeting. The effect of such approval is that any such Shares and Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

6.5 ASX Listing Rule 7.3 Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue

The maximum number of securities to be issued is 2,900,000 Shares and 2,900,000 Options.

(b) The date by which the entity will issue the equity securities

The Shares will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

The Shares and Options will be issued as part of the consideration for the acquisition of Arminco shares under the Niger Agreement.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottee will be Afexco Pte Limited.

(e) The terms of the equity securities

(f) The intended use of the funds raised

No funds will be raised from the issue of the Shares.

(g) The dates of allotment or a statement that allotment will occur progressively

The Shares will be allotted at one time. The date of that allotment is currently unknown but will occur as soon as practicable following the passing of Resolution 6 (if passed).

6.6 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 6 as it will allow the Company greater flexibility to issue further securities which could assist the Company to raise capital and to preserve cash resources.

7. Resolution 7 - Approval to Issue Options to Consultants

7.1 Background

Under Resolution 7, the Company seeks Shareholder approval to issue and allot equity securities, being a total of 3,562,500 Options at an exercise price of 15 cents per Option with an expiry date of 30 June 2012 and otherwise on the terms and conditions set out in Annexure C, to the following persons being Consultants of the Company or to their respective nominees:

Name	Position	Number of Options	Exercise Price	Expiry Date
Roderick Smith	Special Adviser	2,000,000	$0.15	30/06/2012
Tony Grey	Special Adviser	1,000,000	$0.15	30/06/2012
Aetos Consulting Limited	Adviser	562,500	$0.15	30/06/2012

7.2 ASX Listing Rule Requirements

Resolution 7 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of a total of 3,562,500 Options described above. The effect of such approval is that any such Options will be not be counted as reducing the number of equity securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

7.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) The maximum number of equity securities the entity is to issue

The maximum number of securities to be issued is a total of 3,562,500 Options.

(b) The date by which the entity will issue the equity securities

The Options will be issued no later than three months after the date of the Meeting, or such later date as may be approved by ASX.

The Options will be granted as part of each Consultant’s remuneration package with the Company, as an incentive to each Consultant to assist the Company in taking its business forward and in consideration of the services provided by each Consultant to the Company. No cash consideration will be paid by each Consultant on the grant of his Options.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The allottees of the Options will be the persons set out in paragraph 8.1 above or their respective nominees.

(e) The terms of the equity securities

The Options will be issued on the terms and conditions set out in Annexure C.

(f) The intended use of the funds raised

No funds will be raised from the issue of the Options.

(g) The dates of allotment or a statement that allotment will occur progressively

The Options will be allotted progressively.

7.4 Directors' Recommendation

The Board recommends that Shareholders vote in favour of Resolution 7 as the issue of the proposed Options will provide an appropriate level of remuneration and an incentive to these consultants and advisers in their work for the Company.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice of General Meeting:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and the market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the entity is admitted to the official list of ASX, each as amended or replaced from time to time except to the extent of any express written waiver by ASX.

Board means the Board of Directors.

Company or Artemis means Artemis Resources Limited ABN 80 107 051 749.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

EST means Eastern Standard Time, in Sydney, New South Wales.

Explanatory Memorandum means the explanatory memorandum which accompanies and forms part of this Notice.

General Meeting or Meeting means the general meeting of the Company to be held on 7 October 2009 at 3.30pm (EST), convened by this Notice.

Notice means this Notice of General Meeting.

Option means an option to subscribe for a Share.

Resolution means a resolution referred to in this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

In this Notice, words importing the singular include the plural and vice versa.

ANNEXURE A (Resolutions 1 and 2)

The terms and conditions of the Annexure A Options shall be as follows:

(a) Each Annexure A Option entitles the holder to acquire one (1) Share.
(b) The Annexure A Options are exercisable at any time on or prior to 5.00pm EST on 30 June 2011 ( Annexure A Option Exercise Period ) by completing an Annexure A Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure A Options are exercised to the registered office of Artemis or to the share registry of Artemis.
(c) The Annexure A Option exercise price is $0.05 per Annexure A Option.
(e) The Annexure A Options will be freely transferable in whole or in part at any time prior to expiry.
(f) Shares issued on the exercise of an Annexure A Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure A Option will rank equally with the then issued ordinary shares of the Company in all respects. Official Quotation of those Shares on the ASX will be sought.
(g) Annexure A Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure A Options in which case the Annexure A Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure A Options.
(h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure A Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(i) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure A Option is exercisable may be increased by the number of Shares which the holder of the Annexure A Option would have received if the Annexure A Option had been exercised before the record date for the bonus issue.
(j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure A Option may be reduced in accordance with ASX Listing Rule 6.22.
(k) Reminder notices will be forwarded to the Annexure A Option holders prior to the expiry of the Annexure A Options. Annexure A Options not exercised before the expiry of the Annexure A Option Exercise Period will lapse.
(l) The Annexure A Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure A Option holder free of charge. Shares to be allotted on exercise of Annexure A Options will be recorded on the Company's share register.
(m) Quotation of the Annexure A Options on the ASX will be sought.
(n) The Annexure A Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports

and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

ANNEXURE B (Resolutions 5 and 6)

The terms and conditions of the Annexure B Options shall be as follows:

(a) Each Annexure B Option entitles the holder to acquire one (1) Share.
(b) The Annexure B Options are exercisable at any time on or prior to 5.00pm EST on the date which falls five years from the date of issue of the Annexure B Options ( Annexure B Option Exercise Period ) by completing an Annexure B Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure B Options are exercised to the registered office of Artemis or to the share registry of Artemis.
(c) The Annexure B Option exercise price is $0.04 per Annexure B Option.
(e) The Annexure B Options will be freely transferable in whole or in part at any time prior to expiry.
(f) Shares issued on the exercise of an Annexure B Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure B Option will rank equally with the then issued ordinary shares of the Company in all respects. Official Quotation of those Shares on the ASX will be sought.
(g) Annexure B Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure B Options in which case the Annexure B Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure B Options.
(h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure B Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(i) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure B Option is exercisable may be increased by the number of Shares which the holder of the Annexure B Option would have received if the Annexure B Option had been exercised before the record date for the bonus issue.
(j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure B Option may be reduced in accordance with ASX Listing Rule 6.22.
(k) Reminder notices will be forwarded to the Annexure B Option holders prior to the expiry of the Annexure B Options. Annexure B Options not exercised before the expiry of the Annexure B Option Exercise Period will lapse.
(l) The Annexure B Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure B Option holder free of charge. Shares to be allotted on exercise of Annexure B Options will be recorded on the Company's share register.
(m) The Annexure B Options will not be quoted on the ASX.
(n) The Annexure B Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.

ANNEXURE C (Resolution 7)

The terms and conditions of the Annexure C Options shall be as follows:

(a) Each Annexure C Option entitles the holder to acquire one (1) Share.
(b) The Annexure C Options are exercisable at any time on or prior to 5.00pm EST on 30 June 2012 ( Annexure C Option Exercise Period ) by completing an Annexure C Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Annexure C Options are exercised to the registered office of Artemis or to the share registry of Artemis.
(c) The Annexure C Options vest as follows ( Annexure C Option Vesting Date ):

Name	Number of Options	Exercise Price	Vesting Date
Roderick Smith	1,250,000	$0.15	1,250,000 Options vest on the date on which Shareholder approval is given (if applicable). Of the balance of 750,000 Options, 250,000 vest on 15 September 2009, 250,000 vest on 15 December 2009 and 250,000 vest on 15 March 2010.
Tony Grey	1,000,000	$0.15	On the date on which Shareholder approval is given (if applicable).
Aetos Consulting Limited	562,500	$0.15	250,000 vest on the date on which Shareholder approval is given (if applicable). 312,500 vest on 30 November 2009.

save that any Annexure C Options for which the Annexure C Option Vesting Date has not occurred will automatically lapse on the day the holder, or the person on whose behalf the Annexure C Options are held, ceases to be a consultant or employee (as the case may be) of the Company.

(d) The Annexure C Option exercise price is $0.15 per Annexure C Option (see the table in paragraph (c) above).
(e) The Annexure C Options will not be transferable before the relevant Annexure C Option Vesting Date. On and from the relevant Annexure C Option Vesting Date, the Annexure C Options will be freely transferable in whole or in part at any time prior to expiry.
(f) Shares issued on the exercise of an Annexure C Option will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Annexure C Option will rank equally with the then issued ordinary shares of the Company in all respects. Official Quotation of those Shares on the ASX will be sought.
(g) Annexure C Option holders shall be permitted to participate in new issues of securities on the prior exercise of Annexure C Options in which case the Annexure C Option holders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise their Annexure C Options.
(h) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Annexure C Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(i) If there is a bonus issue to Shareholders, the number of Shares over which the Annexure C Option is exercisable may be increased by the number of Shares which the holder of the Annexure C Option would have received if the Annexure C Option had been exercised before the record date for the bonus issue.
(j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Annexure C Option may be reduced in accordance with ASX Listing Rule 6.22.
(k) Reminder notices will be forwarded to the Annexure C Option holders prior to the expiry of the Annexure C Options. Annexure C Options not exercised before the expiry of the Annexure C Option Exercise Period will lapse.
(l) The Annexure C Options will be recorded on the Company's register of Option holders maintained at the share registry. The register will be open for inspection by an Annexure C Option holder free of charge. Shares to be allotted on exercise of Annexure C Options will be recorded on the Company's share register.
(m) The Annexure C Options will not be quoted on the ASX.
(n) The Annexure C Option holder, if appearing on the Company's register of Option holders at the relevant date, will be entitled to receive and will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meetings and will have the right to attend but shall have no right to vote at such meetings.
(o) Notwithstanding paragraph (c), all Annexure C Options may be exercised prior to the Annexure C Option Vesting Date:
(i) in relation to a takeover bid in respect of the Shares, during the bid period, as defined in section 9 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the bid period will be deemed to have commenced at the date of that announcement;
(ii) at any time after a Shareholder, or a group of associated Shareholders, becomes entitled to sufficient Shares to give it or them the ability, and that

ability is successfully exercised, in general meeting, to replace all or a majority of the Directors;

(iii) at any time after, on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company, or its amalgamation with any other company.
(p) Unless otherwise determined by the Board, if an Annexure C Option holder or the person for whom Annexure C Options are held on behalf of, ceases for any reason to be a consultant or employee (as the case may be) of the Company at any time after Annexure C Options have been issued but prior to the Annexure C Option Vesting Date for those Annexure C Options, then those Annexure C Options will automatically lapse on the day the person ceases to be a consultant or employee (as the case may be) of the Company.

AI assistant

Artemis Resources Limited — Proxy Solicitation & Information Statement 2009

10429_rns_2009-09-03_a61cd0a3-f116-4c52-8a61-e850827a9680.pdf

Dear Option Holder

2 September 2009

Dear Shareholder

NOTICE OF GENERAL MEETING

ARTEMIS RESOURCES LIMITED A B N 8 0 1 0 7 0 5 1 7 4 9

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval of Placement of Shares and attaching Options

2. Resolution 2 – Approval of Placement of Options

3. Resolution 3 - Approval to Issue Shares in respect of acquisitions and investments

4. Resolution 4 – Approval to Issue Shares in respect of Mundong Well and Mundong West Projects

5. Resolution 5 – Approval to Issue Shares and Options in respect of Niger Project

6. Resolution 6 – Ratification or Approval of Issue of Shares and Options in respect of Niger Project

7. Resolution 7 – Approval to Issue Options to Consultants

VOTING EXCLUSION STATEMENTS

NOTES

PROXIES

BY ORDER OF THE BOARD OF DIRECTORS

Explanatory Memorandum

1. Resolution 1 – Approval of Placement of Shares and attaching Options

1.1 Background

1.2 ASX Listing Rule Requirements

1.3 ASX Listing Rule Disclosure Requirements

1.4 Directors’ Recommendation

2. Resolution 2 – Approval of Placement of Options

2.1 Background

2.2 ASX Listing Rule Requirements

2.3 ASX Listing Rule Disclosure Requirements

2.4 Directors’ Recommendation

3. Resolution 3 – Approval to Issue Shares in respect of acquisitions and investments

3.1 Background

3.2 ASX Listing Rule Requirements

3.3 ASX Listing Rule Disclosure Requirements

3.4 Directors' Recommendation

4. Resolution 4 – Approval of Issue of Shares in respect of Mundong Well and Mundong West Projects

4.1 Background

4.2 ASX Listing Rule Requirements

4.3 ASX Listing Rule Disclosure Requirements

4.4 Directors' Recommendation

5. Resolution 5 – Approval of Issue of Shares and Options in respect of Niger Project

5.1 Background

5.2 ASX Listing Rule Requirements

5.3 ASX Listing Rule Disclosure Requirements

5.4 Directors' Recommendation

6. Resolution 6 – Ratification or Approval of Issue of Shares and Options in respect of Niger Project

6.1 Background

6.2 ASX Listing Rule 7.4

6.3 ASX Listing Rule 7.5 Disclosure Requirements

6.4 ASX Listing Rule 7.1

6.5 ASX Listing Rule 7.3 Disclosure Requirements

6.6 Directors' Recommendation

7. Resolution 7 - Approval to Issue Options to Consultants

7.1 Background

7.2 ASX Listing Rule Requirements

7.3 ASX Listing Rule Disclosure Requirements

7.4 Directors' Recommendation

Schedule 1 - Definitions

ANNEXURE A (Resolutions 1 and 2)

ANNEXURE B (Resolutions 5 and 6)

ANNEXURE C (Resolution 7)

More from Artemis Resources Limited

Artemis Resources Limited Proxy Solicitation & Information Statement 2009