Artemis Resources Limited — Share Issue/Capital Change 2017

Nov 30, 2017

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Artemis Resources Limited

ABN

80 107 051 749

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	1. Ordinary shares 2. Unlisted options
	1. 5,000,000 2. 6,000,000
	2. Unlisted options exercisable at 44 cents per share being 145% of 5 day VWAP prior to date of issue of option and with expiry of 30 June 2020.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	1. Yes 2. The options will not be quoted. Shares to be issued upon exercise of options will rank equally with all other fully paid ordinary shares on issue.
	1. Nil issue price as Shares issued as reasonable remuneration as part of Director remuneration package. 2. Nil issue price as Options issued as reasonable remuneration as part of Director remuneration package.
	1. Reasonable remuneration package for Director: Sheikh Maktoum Hasher al Maktoum (as approved by shareholders – Resolution 17 of Annual General Meeting on 29/11/17). 2. Reasonable remuneration package for Directors, being: Messrs Lenigas, Mead, and Duncan-Kemp (as approved by shareholders - Resolutions 14, 15 and 16 of Annual General Meetingon 29/11/17).
	Yes
	29 November 2017

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	0
	0
	1. 5,000,000 as per Annual General Meeting held on 29/11/17 (Resolution 17). 2. 6,000,000 as per Annual General Meeting held on 29/11/17 (Resolutions 14,15 & 16).
	0
	N/A
	N/A
	Capacity under rule 7.1 – 80,287,512 securities Capacity under rule 7.1A –54,858,341securities See Appendix 1
	30 November 2017

8	Number	+Class
	548,583,415	ordinary shares

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all +securities not quoted on ASX 13,000,000 Director employee ( including the securities in rights expiry 30 June section 2 if applicable) 2019 2,000,000 Employee performance rights expiry 30 June 2019 1,000,000 Unlisted options exercisable at 11 cents per share prior to 1 May 2018 1,000,000 Unlisted options exercisable at 12 cents per share prior to 1 May 2018 6,000,000 Unlisted options exercisable at 44 cents on or before 30 June 2020

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

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the [+] securities
will be offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
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• See chapter 19 for defined terms.

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16	Will holdings on different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in which the
	entity has+security holders who
	will not be sent new issue
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled

• See chapter 19 for defined terms.

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27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do+security holders dispose
	of their entitlements (except by
	sale through a broker)?
33	+Issue date

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a) Securities described in Part 1 ^ only the ordinary shares. (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the

• See chapter 19 for defined terms.

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additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

Entities that have ticked box 34(b)

38	Number of securities for which+quotation is
	sought
39	Class of+securities for which quotation is
	sought
40	Do the+securities rank equally in all respects
	from the date of allotment with an existing
	+class of quoted+securities?
	If the additional securities do not rank equally,
	please state:
	• the date from which they do
	• the extent to which they participate for the
	next dividend, (in the case of a trust,
	distribution) or interest payment
	• the extent to which they do not rank equally,
	other than in relation to the next dividend,
	distribution or interest payment
41	Reason for request for quotation now
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security,
	clearly identify that other security)
42	Number and+class of all+securities quoted on
	ASX (_including_the securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

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

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

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

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Sign here: ......................................................... Date: .......1/12/17.................. (Company secretary) Print name: Guy Robertson

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12

Rule 7.1 – Issues exceeding 15% of capital

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

Introduced 01/08/12	Introduced 01/08/12
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	205,897,074
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	4,375,000- Issued 16 December 2016 Approved AGM 30 November 2016 373,001 Options exercised 24 January 2017 4,500,000 shares issued approved EGM 31/1/17 500,000 shares issued approved EGM 31/1/17 1,000,000 shares issued approved EGM 31/1/17 25,000,000 shares issued approved EGM 31/1/17 5,000,000 exercise of options 16/2/17 Rounding on consolidation 169 857,584 exercise of options 24/2/17 406,250 exercise of options 3/3/17 468,750 exercise of options 10/3/17 736,239 exercise of options 21/3/17 635,022 exercise of options 4/4/17 920,500 exercise of options 13/4/17 2,244,576 exercise of options 3/5/17 3,877,595 – 25/1/17 approved EGM 19/4/17 1,000,000 – 13/2/17 approved EGM 19/4/17 19,666,667–Placement 24/2/17 approved

• See chapter 19 for defined terms.

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EGM 19/4/17 1,433,333 – Loan settlement 24/2/17 approved EGM 19/4/17 1,750,000 – Project acquisition settlement approved EGM 19/4/17 500,000 – exercise of options 15/5/17 300,000 – exercise of options 22/5/17 777,084 – exercise of options 29/5/17 20,000,000 – 29/5/17 3,862,011 – 2/6/17 exercise of options 558,916 – 9/6/17 exercise of options 1,771,764 – 23/6/17 exercise of options 800,000 – 29/6/17 exercise of options 20,157,000 – 19/7/17 exercise of options 7,895,451 – 28/7/17 exercise of options 13,685,632 – 4/8/17 exercise of options 2,132,750 – 9/8/17 exercise of options 6,597,557 – 15/8/17 exercise of options 1,773,250 – 17/8/17 exercise of options 10,352,934 – 25/8/17 exercise of options 285,000 – 1/9/17 exercise of options 5,937,689 – 8/9/17 exercise of options 32,000,000 – approved EGM 8/9/17 1,542,500 – 13/9/17 exercise of options 9,262,901 – 22/9/17 exercise of options 16,570,326 – 29/9/17 exercise of options 4,400,000 – 31/10/17 exercise of options 1,000,000 – share issue approved AGM 29/11/17 15,959,803 – share issue approved AGM 29/11/17

• See chapter 19 for defined terms.

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	45,000,000 – share issue approved AGM 29/11/17 5,000,000 – share issue approved AGM 29/11/17 15,000,000 – share issue approved AGM 29/11/17 23,696,682 – share issue approved AGM 29/11/17 1,122,405 – share issue approved AGM 29/11/17
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	0
“A”	548,583,415

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	82,287,512
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	2,000,000 – 15/11/17 unlisted options

• See chapter 19 for defined terms.

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“C”	2,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	82,287,512
Subtract“C” Note: number must be same as shown in Step 3	2,000,000
Total[“A” x 0.15] – “C”	80,287,512 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	548,583,415
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	54,858,341
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix	0

• See chapter 19 for defined terms.

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3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”	0

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	54,858,341
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	54,858,341 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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