Artemis Resources Limited — Proxy Solicitation & Information Statement 2020

Mar 29, 2020

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30 March 2020

Dear Shareholder,

Artemis General Meeting – 30 April 2020, 11 am AWST

Please see attached a Notice of Meeting of Shareholders to be held in Perth on 30 April 2020 at 11am (AWST).

In light of COVID-19 restrictions, you may not be able to attend the meeting in person.

The Directors encourage Shareholders to continue to participate in the shareholder meeting and engage with the Board by:

• (a) lodging a proxy form in advance of the meeting by following the instructions set out in the Notice;

• (b) lodging questions in advance of the meeting by emailing questions to info@artemisresources.com.au;

• (c) contacting the Company Secretary on +61 407 983 270 to obtain details to enable you to attend the meeting by telephone, before 11am AWST on 28 April 2020.

This announcement is authorised for market release by the Board.

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Guy Robertson Company Secretary

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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 6319 0000 | Email: info@artemisresources.com.au Suite 1, 11 Ventnor Ave, WEST PERTH WA 6005 | PO Box 1291 West Perth WA 6872

www.artemisresources.com.au

Artemis Resources Limited ACN 107 051 749 Notice of General Meeting

A General Meeting of Artemis Resources Limited will be held at:

• Suite 1, 11 Ventnor Avenue, West Perth WA 6005;

• 11:00am (WST) on 30 April 2020.

This notice of general meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting.

Please contact the Company Secretary on +61 2 9078 7671 or Guy.robertson@artemisresources.com.au if you wish to discuss any matter concerning the Meeting.

Artemis Resources Limited ACN 107 051 749

Notice of General Meeting

Notice is hereby given that a General Meeting of the Shareholders of Artemis Resources Limited will be held at Suite 1, 11 Ventnor Avenue, West Perth, WA 6005 on 30 April 2020 at 11:00am (WST) ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and Proxy Form, form part of this Notice of Meeting.

Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Statement.

Proxy Forms must be received by no later than 11:00am (WST) on 28 April 2020.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1 of the Explanatory Statement.

Agenda

RESOLUTION 1 – APPROVAL TO ISSUE UP TO 200,000,000 SHARES UNDER A PLACEMENT

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

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the allotment and issue of up to 200,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

RESOLUTION 2 – GRANT OF OPTIONS TO A RELATED PARTY – MR ALASTAIR CLAYTON

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an ordinary resolution :

“That, for the purposes of section 195(4), ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 60,000,000 Options to Mr Alastair Clayton (or his nominee) on the terms and conditions set out in the Explanatory Statement”.

A voting exclusion statement is set out below.

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RESOLUTION 3 – GRANT OF OPTIONS TO A RELATED PARTY – MR DANIEL SMITH

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an ordinary resolution :

“That, for the purposes of section 195(4), ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 9,500,000 Options to Mr Daniel Smith (or his nominee) on the terms and conditions set out in the Explanatory Statement”.

A voting exclusion statement is set out below.

RESOLUTION 4 – GRANT OF OPTIONS TO A RELATED PARTY – MR EDWARD MEAD

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an ordinary resolution :

“That, for the purposes of section 195(4), ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 7,500,000 Options to Mr Edward Mead (or his nominee) on the terms and conditions set out in the Explanatory Statement”.

A voting exclusion statement is set out below.

RESOLUTION 5 – GRANT OF OPTIONS TO A RELATED PARTY – MR MARK POTTER

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an ordinary resolution :

“That, for the purposes of section 195(4), ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Options to Mr Mark Potter (or his nominee) on the terms and conditions set out in the Explanatory Statement”.

A voting exclusion statement is set out below.

RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO A RELATED PARTY – MR EDWARD MEAD

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an ordinary resolution :

“That, for the purposes of section 195(4), ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,000,000 Shares to Edward Mead (or his nominee) on the terms and conditions set out in the Explanatory Statement”.

A voting exclusion statement is set out below.

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VOTING PROHIBITION AND EXCLUSION STATEMENTS

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a resolution by or on behalf of:

• (a) the below named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons:

Resolution	Persons excluded from voting
Resolution 1 – Approval to issue up	A person who is expected to participate in, or who
to 200,000,000 Shares under a	will obtain a material benefit as a result of, the
Placement	proposed issue (except a benefit solely by reason of
	being a Shareholder) or any associate of such
	person.
Resolution 2 – Grant of Options to a	Alastair Clayton and any other person who will
Related Party – Mr Alastair Clayton	obtain a material benefit as a result of the issue of
	the securities (except a benefit solely by reason of
	being a holder of ordinary securities in the entity)
	or any associate of such person.
Resolution 3 – Grant of Options to a	Daniel Smith and any other person who will obtain
Related Party – Mr Daniel Smith	a material benefit as a result of the issue of the
	securities (except a benefit solely by reason of
	being a holder of ordinary securities in the entity)
	or any associate of such person.
Resolution 4 – Grant of Options to a	Edward Mead and any other person who will obtain
Related Party – Mr Edward Mead	a material benefit as a result of the issue of the
	securities (except a benefit solely by reason of
	being a holder of ordinary securities in the entity)
	or any associate of such person.
Resolution 5 – Grant of Options to a	Mark Potter and any other person who will obtain a
Related Party – Mr Mark Potter	material benefit as a result of the issue of the
	securities (except a benefit solely by reason of
	being a holder of ordinary securities in the entity)
	or any associate of such person.
Resolution 6 – Approval to Issue	Edward Mead and any other person who will obtain
Shares to a Related Party – Mr	a material benefit as a result of the issue of the
Edward Mead	securities (except a benefit solely by reason of
	being a holder of ordinary securities in the entity)
	or any associate of such person.

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However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board of Directors

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Guy Robertson Company Secretary Artemis Resources Limited 16 March 2020

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ARTEMIS RESOURCES LIMITED

ACN 107 051 749

Explanatory Statement

1 INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 1, 11 Ventnor Avenue, West Perth WA 6005 on 30 April 2020 at 11:00am (WST). The purpose of this Explanatory Statement is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

• 1 INTRODUCTION ................................................................................. 5 2 ACTION TO BE TAKEN BY SHAREHOLDERS .................................................. 6 3 INTRODUCTION ................................................................................. 7 4 RESOLUTION 1 - APPROVAL TO ISSUE UP TO 200,000,000 SHARES UNDER A PLACEMENT ................................................................................................... 8

• 5 RESOLUTIONS 3 – 6 ISSUE OF OPTIONS TO RELATED PARTIES ............................ 9 6 RESOLUTION 7 - ISSUE OF SHARES TO A RELATED PARTY – EDWARD MEAD ........... 14

ASX takes no responsibility for the contents of the Notice or Explanatory Statement.

Any forward looking statements in this Explanatory Statement are based on the Company’s current expectations about future events. They are, however, subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and its board, which could cause actual results, performance or achievements expressed or implied by forward-looking statements in this Explanatory Statement.

This Explanatory Statement does not take into account any person’s investment objectives, financial situation or particular needs. If you are in any doubt about what to do in relation to the Meeting you should consult your financial or other professional advisors.

A Proxy Form is located at the end of this Explanatory Statement.

Please contact the Company Secretary on +61 2 9078 7671 or Guy.robertson@artemisresources.com.au if you wish to discuss any matter concerning the Meeting.

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2 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Statement carefully before deciding how to vote on the Resolutions.

2.1 Voting in person

All Shareholders are invited and encouraged to attend the Meeting.

To vote in person, attend the Meeting at the time, date and place set out in the Notice.

2.2 Voting by Proxy

If a Shareholder is unable to attend in person, they can appoint a proxy to attend on their behalf by signing and returning the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has the right to appoint a proxy;

• (b) the proxy needs not be a Shareholder of the Company; and

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes.

The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on each Resolution.

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 11:00am (WST) on 28 April 2020. Any Proxy Form received after that time will not be valid for the Meeting.

A Proxy Form may be lodged using the reply-paid envelope provided or online at https://automic.com.au/. Login to the website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Security Reference Number (SRN) or Holding Identification Number (HIN) as shown on the Proxy Form.

Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the Meeting.

2.3 Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter

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executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (Automic Registry Services: https://automic.com.au/).

2.4 Eligibility to vote

For the purposes of regulations 7.11.37 and 7.11.38 of the Corporations Act Regulations, the Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are the registered holders of Shares at 4:00pm (WST) on 28 April 2020.

3 INTRODUCTION

3.1 Background

The Company proposes to undertake the following issues of securities to unrelated parties:

• (a) Resolution 1 - a placement of up to 200,000,000 Shares to sophisticated and institutional investors ( Placement ) to raise funds to enable the Company to continue with its planned exploration programs and to meet the Company’s working capital requirements. Resolution 1 seeks Shareholder approval under Listing Rule 7.1 for the issue of up to 200,000,000 Shares under the Placement.

The Company has also agreed, subject to Shareholder approval, to issue the following securities to Directors or entities controlled by the Directors:

• (a) Resolution 2 - up to 60,000,000 Options to Mr Alastair Clayton (or his nominee);

• (b) Resolution 3- up to 9,500,000 Options to Mr Daniel Smith (or his nominee);

• (c) Resolutions 4 and 6 - up to 7,500,000 Options and up to 2,000,000 Shares to Mr Edward Mead (or his nominee); and

• (d) Resolution 5 – up to 10,000,000 Options to Mr Mark Potter (or his nominee).

Resolutions 2 to 6 seek Shareholder approval for these issues.

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3.2 ASX Listing Rule Requirements

Broadly speaking, Listing Rule 7.1 limits the number of equity securities a company can issue in a Relevant Period to 15% of its issued share capital, except for certain issues, including where first approved by Shareholders.

Listing Rule 10.11 prohibits a company from issuing securities to related parties without shareholder approval. Securities issued with shareholder approval under Listing Rule 10.11 are not included in the 15% limit under Listing Rule 7.1.

4 RESOLUTION 1 - APPROVAL TO ISSUE UP TO 200,000,000 SHARES UNDER A PLACEMENT

4.1 Introduction

The Company proposes to undertake a Placement to issue up to 200,000,000 Shares to sophisticated and institutional investors, who are not related parties, to raise funds to enable the Company to continue with its planned exploration programs at Carlow Castle and Paterson Central and to meet the Company’s working capital requirements.

Resolution 1 seeks Shareholder approval under Listing Rule 7.1 for the allotment and issue of up to 200,000,000 Shares.

4.2

Information required by Listing Rule 7.3

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

• (a) The securities will be issued to sophisticated and institutional investors, who are not related parties of the Company. The investors will be selected on the basis of their ability to provide funding to the Company.

The Shares will not be issued to:

• a related party of the entity;

• a member of key management personnel;

• a substantial holder in the entity;

• an adviser to the entity; or

an associate of any of the above.

• (b) The maximum number of equity securities the entity is to issue: up to 200,000,000 Shares.

• (c) The securities to be issued will be fully paid ordinary shares of the Company.

• (d) The Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (e) The issue price of the securities: the Shares will be issued at a price that is at least 80% of the volume weighted average market price (VWAP) for Shares

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over the last five days on which sales in Shares were recorded before the day on which the issue will be made.

• (f) The issue will be made under the Placement to raise capital for the Company’s exploration programs at Carlow Castle and Paterson Central and working capital.

• (g) There are no other material terms in relation to the Placement. As and when the Placement is confirmed, the Company will make relevant announcements to the market.

• (h) A voting exclusion statement is included in the Notice.

4.3 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 as it will allow the Company to issue Shares to raise necessary funds to continue with its exploration programme and to meet the Company’s working capital requirements whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

If Resolution 1 is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of securities it can issue without shareholder approval over the 12 month period following the issue date.

If Resolution 1 is not passed, the Company would only issue securities up to its available capacity under Listing Rule 7.1 and that issue will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

5 RESOLUTIONS 2 – 5 ISSUE OF OPTIONS TO RELATED PARTIES

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 87,000,000 Options ( Related Party Options ) to Messrs Alastair Clayton, Edward Mead, Daniel Smith and Mark Potter (or their nominees) ( Related Parties ) on the terms and conditions set out below, and otherwise as set out in SCHEDULE 2:

• (a) Alastair Clayton: 60,000,000 Related Party Options comprised of 30,000,000 tranche A Options ( Tranche A Options ) and 30,000,000 tranche B Options ( Tranche B Options );

• (b) Edward Mead: 7,500,000 Related Party Options comprised of 3,750,000 Tranche A Options and 3,750,000 Tranche B Options;

• (c) Daniel Smith: 9,500,000 Related Party Options comprised of 4,750,000 Tranche A Options and 4,750,000 Tranche B Options; and

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• (d) Mark Potter: 10,000,000 Related Party Options comprised of 5,000,000 Tranche A Options and 5,000,000 Tranche B Options.

The purpose of granting the Related Party Options is to remunerate Directors with Options, conserving cash reserves whilst also aligning the Directors’ interests with Shareholders. The grant of the Related Party Options also provides the Director with material incentive to progress the Carlow Castle and Paterson Central projects and maximise value for shareholders.

Resolutions 2 to 5 seek Shareholder approval for these issues.

5.2 Regulatory requirements

Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the company unless either:

• a) the giving of the financial benefit falls within one of the exceptions set out in sections 210 to 216 of the Corporations Act; or

• b) prior shareholder approval is obtained to the giving of the financial benefit.

Related Party is widely defined under the Corporations Act, and includes directors of a company. Financial benefit is defined broadly and includes benefits from the public company’s subsidiaries. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. The Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate.

As it is proposed that securities to be issued to Related Parties are to be issued to all of the Company’s Directors the Directors have been unable to form quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to these issues. Accordingly, Shareholder approval is sought for the issue to the Directors.

ASX Listing Rules

The proposed issue of securities to the Company’s Directors or their nominees requires Shareholder approval under Listing Rule 10.11. Resolutions 3 to 6 seek Shareholder approval under Listing Rule 10.11 for the issue of securities to entities controlled by the Directors to remunerate the Directors.

If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Shareholder approval of the issue of the securities to the above related parties means that these issues will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

• 5.3 Information required by Chapter 2E of the Corporations Act

For the purposes of section 219 of the Corporations Act and ASIC Regulatory Guide 76, the following information is provided to Shareholders to enable them to assess the merits of the Resolutions:

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• (a) The related party to whom Resolutions 2 to 5 would permit the benefit to be given are Alastair Clayton, Edward Mead, Daniel Smith and Mark Potter each a Director.

• (b) The nature of the financial benefit:

• (i) Alastair Clayton: 60,000,000 Related Party Options comprised of 30,000,000 Tranche A Options and 30,000,000 Tranche B Options;

• (ii) Edward Mead: 7,500,000 Related Party Options comprised of 3,750,000 Tranche A Options and 3,750,000 Tranche B Options;

• (iii) Daniel Smith: 9,500,000 Related Party Options comprised of 4,750,000 Tranche A Options and 4,750,000 Tranche B Options; and

• (iv) Mark Potter: 10,000,000 Related Party Options comprised of 5,000,000 Tranche A Options and 5,000,000 Tranche B Options

• (c) The Tranche A Options are exercisable at 5 cents on or before 31 July 2022; the Tranche B Options are exercisable at 7 cents on or before 31 January 2023, and otherwise on terms are set out in SCHEDULE 2.

• (d) Reasons for giving the benefit: The reason for giving the benefit is set out in section 6.1 above.

• (e) The existing relevant interest of the Related Parties in securities of the Company are set out below:

Company are	set out below:
	Alastair Clayton	Edward Mead	Daniel Smith	Mark Potter
Shares	500,000	2,483,870	Nil	Nil
Options	Nil	Nil	Nil	Nil

• (f) Total remuneration package

Related Party	Current Financial Year	Previous Financial year
	(30 June 2020)	(30 June 2019)
	($)	($)
Mark Potter	$80,000	-
Alastair Clayton	$326,000	-
Edward Mead	$300,000	$300,000
Daniel Smith	$50,000	$48,335

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(g) Dilution

The Company’s issued share capital will not change as a result of the issue of the Related Party Options to the Related Parties.

If the Related Party Options granted to the Related Parties are exercised, a total of 87,000,000 Shares would be issued. This will increase the number of Shares on issue from 1,025,867,100 to 1,112,867,100 (assuming no other Shares are issued, but including the securities the subject of Resolution 6 in this Notice) with the effect that the shareholding of existing Shares would be diluted by an aggregate of approximately 8%.

• (h) Valuation of the financial benefit to be given

The Related Party Options have a deemed value of $0.01301 per Tranche A Option (value being measured using the Black & Scholes option pricing model by 22 Corporate Advisory Pty Ltd) and $0.01507 per Tranche B Option(value being measured using the Black & Scholes option pricing model by 22 Corporate Advisory Pty Ltd). Accordingly, the total deemed value of the Related Party Options to be issued to the Related Parties is as follows:

• (i) Alastair Clayton: $842,400

• (ii) Edward Mead: $105,300;

• (iii) Daniel Smith: $133,380; and

• (iv) Mark Potter: $140,400

(iv) Mark Potter: $140,400
Assumptions	Tranche A Options	Tranche B Options
Valuation date	26 February 2020	26 February 2020
Market price of Shares	A$0.032	A$0.032
Exercise price	A$0.05	A$0.07
Expiry date (length of time from issue)	2.43 years (until 31 July 2022)	2.93 years (until 31 January 2023)
Risk free interest rate	0.64%	0.63%
Volatility (discount)	89%	103%
Indicative option value (rounded)	$0.01301	$0.01507
Total number of the Options	43,500,000	43,500,000
Total option value of the Options	A$565,935	A$655,545

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• (i) Other Information

The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision on whether it is in the best interests of the Company to pass Resolutions 2 to 5.

5.4 Resolutions 2-5 - Information required by Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to these Resolutions:

• (a) the Related Party Options will be issued to Messrs Clayton, Mead and Smith, being Directors of the Company, or their nominees;

• (b) a maximum of 87,000,000 Related Party Options will be issued as follows:

• (i) Alastair Clayton: 60,000,000 Related Party Options comprised of 30,000,000 Tranche A Options and 30,000,000 Tranche B Options;

• (ii) Edward Mead: 7,500,000 Related Party Options comprised of 3,750,000 Tranche A Options and 3,750,000 Tranche B Options;

• (iii) Daniel Smith: 9,500,000 Related Party Options comprised of 4,750,000 Tranche A Options and 4,750,000 Tranche B Options; and

• (iv) Mark Potter: 10,000,000 Related Party Options comprised of 5,000,000 Tranche A Options and 5,000,000 Tranche B Options.

• (c) The Tranche A Options are exercisable at 5 cents on or before 31 July 2022, the Tranche B Options are exercisable at 7 cents on or before 31 January 2023, and otherwise on terms are set out in SCHEDULE 2.

• (d) The Related Party Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue will occur on the same date.

• (e) The Related Party Options will be granted for nil cash consideration and for the purpose of remunerating and incentivising the recipients. Accordingly, no funds will be raised. Funds raised from the exercise of the Related Party Options will be used towards developing the Carlow Castle and Paterson Central projects and working capital.

• (f) Details of the recipients’ current total remuneration packages are set out above.

• (g) There are no other material terms in relation to the proposed issue.

• (h) A voting exclusion statement is included in the Notice.

5.5 Director’s Recommendations

Mr Clayton declines to make a recommendation to Shareholders in relation to Resolution 2 as he has a material personal interest in the outcome of Resolution 2.

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Mr Clayton and his associates will not be entitled to vote on Resolution 2. The Directors other than Mr Clayton recommend that Shareholders vote in favour of Resolution 2 for the reasons set out in section 5.1.

Mr Smith declines to make a recommendation to Shareholders in relation to Resolution 3 as he has a material personal interest in the outcome of Resolution 3. Mr Smith and his associates will not be entitled to vote on Resolution 3. The Directors other than Mr Smith recommend that Shareholders vote in favour of Resolution 3 for the reasons set out in section 5.1.

Mr Mead declines to make a recommendation to Shareholders in relation to Resolution 4 as he has a material personal interest in the outcome of Resolution 4. Mr Mead and his associates will not be entitled to vote on Resolution 4. The Directors other than Mr Mead recommend that Shareholders vote in favour of Resolution 4 for the reasons set out in section 6.1.

Mr Potter declines to make a recommendation to Shareholders in relation to Resolution 5 as he has a material personal interest in the outcome of Resolution 5. Mr Potter and his associates will not be entitled to vote on Resolution 5. The Directors other than Mr Potter recommend that Shareholders vote in favour of Resolution 5 for the reasons set out in section 6.1.

In forming their recommendations, each Director considered the experience of each other director being granted with the Related Party Options, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options, and that Shareholder approval will be sought for the issues.

6 RESOLUTION 6 - ISSUE OF SHARES TO A RELATED PARTY – EDWARD MEAD

6.1 General

In addition to his role as a non-executive director, Edward Mead served as the interim chief executive officer ( Interim CEO ) of the Company between July 2019 when Mr Wayne Bramwell retired as the chief executive officer of the Company and February 2020 when the Company and Edward Mead negotiated and entered into a new remuneration package for his role as an executive director ( Remuneration Package ). The Remuneration Package consists of:

• (a) directors fee of $60,000 per annum; and

• (b) a service fee of $240,000 per annum for services outside the scope of a director.

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In consideration for his services as the Interim CEO, the Company has agreed, subject to Shareholder approval, to issue 2,000,000 Shares to Edward Mead (or his nominee). Resolution 6 seeks Shareholder approval under Listing Rule 10.11 for the issue of the 2,000,000 Shares to Edward Mead (or his nominee).

6.2 Chapter 2E of the Corporations Act

The regulatory requirement under Chapter 2E of the Corporations Act is summarised in section 5.2.

The Directors (other than Edward Mead; who has not participated in Board deliberation on the proposed issue) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Shares to Edward Mead (or his nominee) as the Shares issued to remunerate Edward Mead for his service as the Interim CEO, is reasonable remuneration considering the circumstances of the Company and experience, responsibilities, circumstances and overall remuneration of Mr Edward Mead.

6.3 ASX Listing Rule 10.11

The regulatory requirement under ASX Listing Rule 10.11 is summarised in section 6.2.

Resolution 6 seeks Shareholder approval under Listing Rule 10.11 for the issue of the Shares to Edward Mead (or his nominee). The effect of passing Resolution 6 is that the issue of the Shares will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

6.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to this Resolution:

• (a) the Shares will be issued to Mr Mead, a Director and therefore related party to the Company, or his nominee;

• (b) 2,000,000 Shares will be issued to Mr Mead;

• (c) the securities to be issued are fully paid ordinary shares;

• (d) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue will occur on the same date;

• (e) the price or other consideration the entity will receive for the issue: the shares are issued at a nil cash consideration but for services provided by Mr Mead as the Interim CEO;

• (f) the issue is made for services provided by Mr Mead as the Interim CEO, and no funds will be raised from the issue;

• (g) the total current remuneration package of Mr Mead is set out in section 6.1;

• (h) there are no other material terms in relation to the issue;

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• (f) A voting exclusion statement is included in the Notice.

6.5 Director’s Recommendations

The Board (other than Mr Mead) recommends that Shareholders vote in favour of Resolution 6 as this allows the Company to remunerate Mr Mead for his past services as the Interim CEO while preserving cash. Mr Mead declines to make a recommendation to Shareholders in relation to Resolution 6 as he has a material personal interest in the outcome of Resolution 6.

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SCHEDULE 1 DEFINITIONS

In this Notice and Explanatory Statement:

$ or A$ means Australian dollars.

AEDT means Australian Eastern Daylight Time.

ASX Listing Rules means the Listing Rules of ASX.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Artemis Resources Limited (ACN 107 051 749)

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Equity Securities has the meaning giving in the ASX Listing Rules.

General Meeting or Meeting means the meeting convened by the Notice.

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Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Official Quotation means official quotation of the Company’s Shares on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option or Related Party Option as the context requires.

Proxy Form means the proxy form accompanying the Notice.

Relevant Period has the meaning given in Listing Rule 7.1; being

• (a) if the entity has been admitted to the official list for 12 months or more, the 12 month period immediately preceding the date of the issue or agreement; or

• (b) if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

VWAP means volume weight average price as defined in the Listing Rule.

WST means Australian Western Standard Time.

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SCHEDULE 2 - TERMS AND CONDITIONS OF RELATED PARTY OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Exercise price Tranche A options - 5 cents per Share;

Exercise price Tranche B options - 7 cents per Share.

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on

31 July 2022 for Tranche A Options;

31 January 2023 for Tranche B Options.

(d) Conditions of exercise

The holder will be entitled to exercise the Option provided the holder is, or is controlled by, a director of the Company.

(e) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(h) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the

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Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors,

If a notice delivered under (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(j) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(k) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(m) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(n) Unquoted

The Company will not apply for quotation of the Options on ASX.

(o) Transferability

The Options are not transferable.

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