Artemis Resources Limited — Share Issue/Capital Change 2019

Jan 14, 2019

==> picture [149 x 71] intentionally omitted <==

15 January 2019

ASX Announcement

Amended Appendix 3B

Artemis Resources Limited (ASX: ARV) refers to the Appendix 3B announced on 30 November 2018. Due to an administrative error, reference to the Convertible Notes announced on 30 November 2018 was omitted from this Appendix 3B. Attached is an Appendix 3B which includes reference to those Convertible Notes and associated amendments. A summary of the material terms of the funding facility is also annexed.

Yours faithfully

==> picture [125 x 92] intentionally omitted <==

Guy Robertson Company Secretary

Artemis Resources Limited ABN 80 107 051 749 Suite 1 11 Ventnor Avenue West Perth WA 6005 Telephone: +61 8 6319 0000 Email: info@artemisresources.com.au Website: www.artemisresources.com.au

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, 04/03/13

Name of entity

Artemis Resources Limited ( Artemis or Company )

ABN

80 107 051 749

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of +securities issued or to 1. Ordinary shares be issued 2. Unlisted options 3. Convertible notes 2 Number of[+] securities issued or 1. 15,500,000 to be issued (if known) or 2. 8,571,429 maximum number which may 3. 3,931,681 be issued 3 Principal terms of the 1. Fully paid ordinary shares +securities (e.g. if options, 2. Unlisted options have an exercise price of exercise price and expiry date; if partly paid +securities, the 21 cents per share and an expiry date of 30 November 2021 amount outstanding and due dates for payment; if 3. Convertible notes with a maturity date of +convertible securities, the 10 January 2020 which are convertible into a conversion price and dates for maximum of 36,171,466 fully paid ordinary conversion) shares on the terms announced on 15 January 2019.

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally 1. Yes in all respects from the[+] issue 2. No, but shares issued on exercise of the date with an existing[+] class of options will rank equally with all ordinary quoted[+] securities? shares on issue. If the additional[+] securities do 3. No, but shares issued on conversion of the convertible notes will rank equally with not rank equally, please state: • all ordinary shares on issue.

• 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

• Shares issued for no cash consideration, being for services rendered and financing implementation fee and collateral shares.

• Unlisted options issued for no consideration

• Convertible notes issued with a purchase price of US$1.00 each

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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 6c Number of+securities issued without security holder approval under rule 7.1	1. a) 5,000,000 shares issued to a Director for services rendered as approved by shareholders at Annual General Meeting on 30 October 2018, resolution 13. b) 500,000 shares to an advisor for services rendered. The advisor is not a related party. c) 5,000,000 shares issued for financing implementation fee – see ASX announcement dated 30 November 2018. d) 5,000,000 shares issued to financiers as collateral shares – see ASX announcement dated 30 November 2018. 2. Unlisted options issued to financiers, see ASX announcement dated 30 November 2018. 3. Convertible notes issued pursuant to funding facility, see ASX announcement dated30 November 2018.
	Yes
	30 October 2018
	10,500,000 Shares 8,571,429 Options 3,931,681 Convertible Notes

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil	Nil
	5,000,000 - approved by shareholders at Annual General Meeting on 30 October 2018, resolution 13
	Nil
	Not applicable
	Not applicable
	Capacity under rule 7.1 – securities 40,501,170 Capacity under rule 7.1A – 63,829,377 securities See Appendix 1
	30 November 2018
	Number	+Class
	648,793,770	Ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	13,000,000³ 2,000,000³ 6,000,000 5,439,858 11,250,000 10,000,0001 5,000,0002 8,571,429 3,931,681 1,285,710	Director employee rights expiry 30 June 2019. Employee performance rights expiry 30 June 2019. Unlisted options exercisable at 44 cents on or before 30 June 2020. Unlisted options exercisable at 45.38 cents on or before 31 January 2021. Unlisted options exercisable at 25 cents on or before 6 February 2019. Unlisted options exercisable at $0.2739 on or before 19 June 2021. Unlisted options exercisable at 40 cents on or before 19 June 2021. Unlisted options exercisable at 21 cents on or before 30 November 2021 Convertible notes with a maturity date of 10 January 2020 which are convertible into a maximum of 36,171,466 fully paid ordinary shares on the terms announced on 15 January 2019. Convertible notes with a maturity date of 10 January 2020 which are convertible into a maximum of 19,042,573 fully paid ordinary shares on the terms announced on 15 January 2019.

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

Notes:

1. Vesting as follows:

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

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

4. upon a change of control transaction or redundancy.

5. Vesting as follows:

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

7. Mr Bramwell’s continuous employment with the Company; or

8. upon a change of control transaction or redundancy.

9. The Rights are subject to the following Performance Hurdles which must be satisfied to the satisfaction of the Board:

Share Price	Action A	Action B	Total
Share price >15 cents per share	2,100,000	2,100,000	4,200,000
Share price > 20 cents per share	2,550,000	2,550,000	5,100,000
Share price > 25 cents per share	2,850,000	2,850,000	5,700,000
	7,500,000	7,500,000	15,000,000

Action A – Completion of capital raising during the performance period of $10 million. Action B – No adverse corporate governance matters, no adverse OH&S matters.

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

Part 2 - Pro rata issue

11 Is security holder approval Not applicable. required? 12 Is the issue renounceable or nonNot applicable. renounceable? 13 Ratio in which the[+] securities Not applicable. will be offered 14 +Class of +securities to which the Not applicable. offer relates 15 +Record date to determine entitlements Not applicable. 16 Will holdings on different Not applicable. registers (or subregisters) be aggregated for calculating entitlements?

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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 offer 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	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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 offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

Not applicable. Not applicable.

Part 3 - Quotation of securities

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

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

• 1 - 1,000

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable. +quotation is sought 39 +Class of +securities for which Not applicable. quotation is sought 40 Do the[+] securities rank equally in Not applicable. all respects from the[+] issue date 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 Not applicable. now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

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 is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ (Director/Company secretary) Print name: Guy Robertson

Date: 15 January 2019

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

Part 1	Part 1
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 the +issue date or date of agreement to issue	573,583,415
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	8,000,000 Shares issued to vendors for the Elysian and Hard Rock acquisition (as ratified at the Company’s 2018 AGM) on 31 January 2018 45,000,000 Shares issued under a placement (as ratified at the Company’s 2018 AGM) on 5 and 6 February 2018 4,000,000 Shares issued on exercise of Options on 1 May 2018 2,710,355 Shares issued on conversion of convertible notes on 1 May 2018 5,000,000 Shares issued to Director Sheikh Maktoum Hasher (as approved at the Company’s 2018 AGM) on 30 November 2018.
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	638,293,770

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

Appendix 3B New issue announcement

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	95,744,065
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	10,500,000 – shares issued 30 November 2018 8,571,429 – unlisted options issued 30 November 2018 36,171,466 – maximum number of shares able to be issued on conversion of Convertible Notes issued on 30 November 2018 on the terms and conditions announced on 15 January 2019
“C”	55,242,895
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	95,744,065
Subtract“C” Note: number must be same as shown in Step 3	55,242,895
Total[“A” x 0.15] – “C”	40,501,170 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

Appendix 3B New issue announcement

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” 638,293,770 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 63,829,377

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

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Nil

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

Appendix 3B Page 14

04/03/2013

Appendix 3B New issue announcement

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	63,829,377
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	63,829,377 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 15

04/03/2013

TERMS OF FUNDING FACILITY

• Convertible Securities: Convertible Securities of US$3,931,681 ( New Convertible Securities ), plus an extension of US$1,285,710, being the balance of Convertible Securities announced on 11 December 2017 ( Existing Convertible Securities ) (together the Convertible Securities ).

• Face Value and Purchase Price: US$1.00 per Convertible Security.

• Implementation Fee: 5,000,000 fully paid ordinary shares in the capital of Artemis ( Shares ).

• Commitment Fee : 5%

• Interest: No interest payable on the Convertible Securities.

• Maturity Date: 10 January 2020.

• Conversion: Subject to the Maximum Issue (defined below), the Investor may elect to convert the Convertible Securities (other than those for which Artemis has given notice of early redemption) at either:

• a Fixed Conversion Price of A$0.21; or

• a Variable Conversion Price of the lesser of the Fixed Conversion Price and 94% of the average of the 3 lowest daily VWAP’s during the 10 trading days immediately prior to the date that notice of conversion is given by the Investor, subject to the conditions that the election to convert at the Variable Conversion Price cannot be made:

New Convertible Notes

• prior to 1 April 2019; or

• after 1 April 2019, with respect to more than $279,507 in April 2019, $521,739 in each of May 2019 to October 2019 and $521,740 in November 2019 or such higher amount where a prior month’s conversion capacity has not previously been used subject to an aggregate conversion up to 10 December 2019 of more than an aggregate of 70% of the total price paid for the Convertible Securities.

Existing Convertible Notes

  - prior to 1 February 2019; or

  - in a calendar month where Artemis has given a notice of early redemption and Artemis paying the redeemed amount within the required time period.

• Redemption: Artemis may at any time elect to redeem some or all of the Convertible Securities (other than those for which the Investor has given a conversion notice), provided that:

• notice of such redemption is given on the first trading day of a calendar month for which the 5- day VWAP for the 5 trading days immediately prior to that first trading day is less than the Fixed Conversion Price; and

• the number of New Convertible Securities being redeemed is at least the minimum redemption amount for that calendar month being nil in all months other than 279,507 in April 2019, 521,739 in each of May 2019 to October 2019 and 521,740 in November 2019 and the number of Existing Convertible Securities is at least the minimum redemption amount for that calendar month being nil in all months other than 521,739 in each of February 2019 and March 2019 and 242,232 in April 2019.

Where Artemis elects to redeem the Convertible Securities, it must pay the Investor 112% of the face value of the redeemed Convertible Securities within 7 days of giving the redemption notice.

• Maturity: On the Maturity Date, Artemis must redeem the remaining Convertible Securities by paying the Investor the total face value (US$1 per Convertible Security) outstanding.

1

• Maximum Issue of Shares: The maximum number of Shares to be issued without shareholder approval for the New Convertible Securities is capped at 36,171,466 ( Maximum Issue ). Where Artemis is requested to issue Shares in excess of the Maximum Issue, the issue of such Shares is subject to shareholder approval.

• Options: Artemis will issue the Investor and the arranger of the facility an aggregate of 8,571,429 options with an exercise price of A$0.21, exercisable on or before 30 November 2021.

• Security: The funding will be secured over the assets of Fox Radio Hill Pty Ltd whilst the face value of the Convertible Securities exceeds US$1,500,000.

• Collateral Shares: Artemis will issue 5,000,000 Shares to the Riverfort Group.

2