ARTEMIS AGREES TO ACQUIRE

ASX Announcement

12 February 2015

Highlights

GRAPHITE MINE IN SOUTHERN GREENLAND

• Conditional acquisition of majority interest in graphite project in Southern Greenland

(2013/06) which is also prospective for Ni-Cu-PGE

• The Amitsoq Graphite Mine was mined primarily by open cut methods in the early 1900s

• Graphite was previously mined at Amitsoq at high grades (21%) with historical reports of large and even "super jumbo" flake graphite, which command much higher prices

• The Project has had no modern exploration for graphite, and there are good prospects for significant exploration upside

• Numerous additional outcrops of graphite occur on Amitsoq Island and elsewhere within the exploration licence that have never been subject to exploration

• An airborne electromagnetic and magnetic survey will quickly advance the project

• Favorable mineral potential in low-risk, politically stable jurisdiction

• Graphite is deemed a "supply critical mineral" in the USA and a "strategic mineral" in the EU

• Completion of acquisition subject to regulatory approvals

Artemis Resources Limited (ASX: ARV) is pleased to announce a conditional agreement to acquire 90% of the vehicle which has the right to acquire 100% of exploration licence 2013/06 in Southern Greenland. The licence comprises the historic Amitsoq Graphite Mine and is prospective not only for graphite but also for gold, copper, nickel and platinum group elements (PGEs).
Greenland has a long history of graphite mining. The Amitsoq Graphite Mine was an open-cut operation between 1911 and
1924 and produced 6,000 tonnes at 21% Graphite. The mine is located on an island located 15km north of the Nanortalik town and heliport. Access is by helicopter or boat (Figure 1). The Nalunaq Gold Mine, operated until recently by Angel Mining PLC, is located just 20km to the northeast.
Licence 2013/06 covers a land area of 146km².
Ed Mead, General Manager-Exploration of Artemis said: "Artemis is excited to enter into the graphite sector, which has seen strong growth opportunities for shareholders in companies such as Syrah Resources. Future demand for graphite looks firm due to its long-standing industrial uses, it being a key component in lithium-ion batteries for electric vehicles and also due to the constrained supply from the world's major producer of graphite, China".

Historic Exploration and Production

Minor production occurred from 1911 to 1924 when a small open cut operation (Photo on page 3) was conducted with graphite being sent to Copenhagen. 6,000 tonnes at 21% Graphite was mined. International geological consultancy firm SRK Exploration Services Ltd (SRK ES) have been commissioned to review all known historic and publicly available data on Amitsoq.
At least one historic report examined by SRK ES states that graphite flakes reach a maximum of 15mm which, in modern terms, would be considered as "Super Jumbo Flake" graphite.

Artemis Resources Limited ABN: 80 107 051 749

Telephone: +61 8 9480 0459 | Facsimile: +61 2 9078 7661 | Email: [email protected]

Level 3, IBM Building, 1060 Hay Street, West Perth, WA, Australia, 6006 | PO Box R933 Royal Exchange, NSW 1225 Australia www.artemisresources.com.au

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Limited exploration activities have been conducted for graphite on the licence area in the years since the mine was in

production, with most work being concentrated on exploring for platinum group elements (PGEs) and gold.

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D Psammite D Amphibolite D Semipelite D Granite D Granite

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Figure 1: Ma p showingthe 2013/06 exploration licence aver regional geology (GEUS) and proximity of other deposits/projects and the town of

Nanortalik.The geology is characterised by strongly metamorphosed Archaean metasedimentary rocks.

ASX Announcement dated 12 February 2015 2

Regional and Local Geology

The Amitsoq Graphite Mine lies within the Psammite zone in southern Greenland comprising metasediments, volcanic rocks and Rapakivi granite (Figure 1). The graphite occurs within a granite-gneiss, which in a few places is cut by pegmatites and thin stringers of quartz. The graphite occurs either as lenses within the granite-gneiss or as vein like formations in shear zones. The major graphite zone strikes 75 degrees east and dips to the north 35 degrees. The graphite bodies observed to date range in width from 5 metres up to 15 metres. Some outcrop is covered by scree, however the outcrop can be followed for 600 metres.
The licence area is cut by a series of long fjord systems, which run from the north to the south-east. The fjord's are surrounded by mountainous areas, with low-lying areas partially obscured by glacial till. The area exhibits a polar climate with oceanic influences, which cause low temperature differences between seasons. Winters in Nanortalik are very mild compared to the rest of Greenland, with average January temperature being -3°C. The summers are cold, with average July temperature 6°C.

Exploration Potential

Numerous additional outcrops of graphite occur on Amitsoq Island that have never been subject to exploration. To the south and south-east of Amitsoq Island, the 2013/06 licence covers additional graphite occurrences in pegmatite or gneiss. These are found along areas of prospective geology that cover about a 15-20km strike, and it is felt that further occurrences of graphite could be found in such areas.
Numerous additional sightings of iron stained rocks, similar to the mine at Amitsoq, are recorded in historical reports. Gold exploration also located further areas of graphite on the western side of Amitsoq. These have not been followed up. Several mineralised hornblende peridotite dykes occur on Amitsoq Island. These were the subject of exploration in 1987-88
by Platinova. Platinova reported significant PGE and base metal mineralisation and interpreted that this was a possible
continuation of the Sarqa mineralised dyke, approximately 5-7km to the east of licence 2013/06. A detailed ground magnetic
and EM survey was proposed but was never carried out and Platinova subsequently withdrew from the area.
Reports from the Amitsoq mine regularly describe significant quartz veining throughout the deposit, which is also characterized by extensive iron staining. Gold and graphite are closely associated in many gold deposits worldwide.
The presence of quartz veining throughout the Amitsoq deposit points to a possible hydrothermal event that may have introduced gold rich fluids that precipitated within the graphite beds.
Significant gold is present within the Amitsoq region with the Nalunaq Gold Mine 20 Km to the north-east. To the north of the Amitsoq mine is the Vagar gold exploration project.
Just to the south of the mine, and very close to the south-eastern boundary of licence area
2013/06, is the town of Nanortalik, the southernmost town in Greenland with a population of over 1,000.

Old Mine

Photo 1: Former graphite mine on Amitsoq Island, showing remains of processing equipment.

ASX Announcement dated 12 February 2015 3

Exploration Plan

SRK Exploration Services (SRK ES), who have substantial experience of mineral exploration all around Greenland, have completed work to review all previous exploration, evaluate the mineral potential of the 2013/06 licence area and make recommendations for the forthcoming exploration programme. SRK ES undertook a structural assessment using existing geological maps, publicly available satellite imagery and high resolution three-dimensional interpretation of aerial photographs using the photogrammetry laboratory at the Geological Survey of Denmark and Greenland (GEUS). This has allowed a comprehensive understanding of the structural setting and possible extensions of known mineralisation to be predicted.
Based on modern exploration techniques for graphite and base metals, it is likely that an airborne Electromagnetics (EM) survey will be flown to identify conductors. A field trip can then be undertaken to validate anomalies, obtain samples and assist with designing a drill program.
Other field work that could be undertaken, particularly in the area of the former mine, includes:

- acquisition of high-resolution air photography;

- mapping of all outcrops of graphite and the historical trenches cut across the main zones at the former Amitsoq mine;

- channel sampling of all trenches at the former Amitsoq mine to collect samples so that an accurate picture of grade and quality across the deposits can be made;

- mapping of the other known graphite occurrences on the southern part of Amitsoq to establish their potential size and grade;

- ground-based geophysics in areas of known graphite mineralisation, to include electromagnetics and ground penetrating radar (GPR), in order to test for strike extensions of graphite in areas of poor exposure, and to attempt to obtain cross- sectional information on the graphite horizons; and

- obtaining bulk samples of graphite ore material for mineralogical analysis and beneficiation testing;

About Graphite

The current industrial uses of graphite include steel, refractories, brake lining and other automotive products. The expected largest growth area is associated with lithium ion batteries, currently the preferred battery source for electric vehicles. According to Industrial Minerals, graphite is the second-largest input material required in lithium ion batteries by volume. Other growth areas for graphite include fuel cells, aluminium anodes, pebble-bed nuclear reactors and graphene.
The European Union and the USA have named graphite a mineral in critical supply. With a lack of exploration and development in recent years and with China said to be producing 70% of the world's graphite but with graphite exports from China constrained by an onerous export tax and licensing regime, lithium ion battery manufacturers are reported to be very concerned about securing long-term supply.
Artemis excited to be entering this growing sector which provides shareholders with additional potential upside alongside
Artemis' existing portfolio of assets.
Transaction and Licence Terms
Subject to regulatory approvals from the Greenlandic authorities, Artemis Graphite Pty Limited, a wholly-owned subsidiary of Artemis Resources Limited, will acquire 90% of the private vehicle which has the right to acquire 100 per cent of exploration licence 2013/06. The acquisition price is $100,000 in cash plus the issue to the vendors and advisers of 35 million fully paid ordinary Artemis shares and 35 million Artemis share options (expiry date 31 December 2016 and an exercise price of $0.003). Artemis will undertake to spend at least $500,000 on the project over a 36 month period. There is a put and call option over the vendors' residual 10% interest in the project which may be exercised by either party following completion of a bankable feasibility study for an agreed price or, failing agreement, a price determined by independent valuation.
The parties will forthwith seek the approval of the Greenland authorities to the transaction, with a view to being ready to commence field activities as soon as the weather permits in Greenland (usually from April onwards).
Exploration licence 2013/06 was granted in 2013, expires in 2017 and is renewable subject to expenditure conditions.

ASX Announcement dated 12 February 2015 4

ABOUT ARTEMIS RESOURCES
Artemis Resources Limited is a resources exploration company with a focus on its prospective West Pilbara (gold and base metals), Mount Clement (gold), Eastern Hills (antimony), and Yandal (gold) projects in Western Australia (Figure 2). These projects have significant exploration potential and close proximity to existing important deposits or producing mines. Artemis aims to develop a significant gold inventory through exploration and acquisitions which have the potential to become mines and create shareholder value.
For further information, please contact: Ed Mead
Director and General Manager-Exploration
Phone: + 61 8 9480 0459
Email: [email protected]
Guy Robertson Executive Director Phone: +61 2 9078 7670
Email: [email protected]
Web Site: www.artemisresources.com.au

Competent Person Statements

Figure 2: ARV Project Locations

The information in this document that relates to Exploration Results is based on information compiled or reviewed by Edward Mead, who is a Member of The Australasian Institute of Mining and Metallurgy. Mr Mead is a Director of Artemis Resources Limited and is a consultant to the Company, and is employed by Doraleda Pty Ltd. Mr Mead has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Mead consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Forward Looking Statements

This report contains forecasts, projections and forward looking information. Such forecasts, projections and information are not a guarantee of future performance and involve unknown risks and uncertainties, many of which are out of Artemis' control. Actual results and developments will almost certainly differ materially from those expressed or implied. Artemis has not audited or investigated the accuracy or completeness of the information, statements and opinions contained in this presentation. To the maximum extent permitted by applicable laws, Artemis makes no representation and can give no assurance, guarantee or warranty, express or implied, as to, and takes no responsibility and assumes no liability for (1) the authenticity, validity, accuracy, suitability or completeness of, or any errors in or omission from, any information, statement or opinion contained in this report and (2) without prejudice to the generality of the foregoing, the achievement or accuracy of any forecasts, projections or other forward looking information contained or referred to in this report.

ASX Announcement dated 12 February 2015 5