REG - Artemis Resources Ld - Notice of General Meeting/Proxy Form

Artemis ResourcesAnnouncement

15/07/2022 11:15

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RNS Number : 6631S  Artemis Resources Limited  15 July 2022

 

15 July 2022

Artemis Resources Limited

("Artemis" or the "Company")

(ASX/AIM: ARV, FRA: ATY, US: ARTTF)

Notice of General Meeting

 

Artemis Resources Limited announces that a General Meeting of the Shareholders
of the Company will be held at 1 Centro Avenue, Subiaco, WA 6008 on 18 August
2022 at 11:00am (WST)

The General Meeting notice is included in full below, and is available on the
Company's website.

The purpose of the meeting is to approve an increase to the maximum aggregate
amount of directors' fees payable to Non-Executive Directors of the Company
allowed under the Company's Constitution, and to approve share options to be
issued to Alastair Clayton (Executive Director), Guy Robertson (CFO) and Mark
Potter (Non-Executive Chairman), details of which are set out in the notice
below.

Shareholders attention is drawn to the Explanatory Statement, section 2.2, of
the notice for voting procedures by proxy for those shareholders not able to
attend the meeting in person. Proxy Forms must be received by no later than
11:00am (WST) on 16 August 2022.

This announcement was approved for release by the Board.

For further information on the Company, please visit
https://artemisresources.com.au/ or contact:

 Artemis Resources Limited                              via Camarco
 Alastair Clayton

 WH Ireland Limited

(Nominated Adviser and Broker)
 Jessica Cave / Megan Liddell (Corporate Finance)       Tel: +44 20 7220 1666

 Harry Ansell / Daniel Bristowe (Corporate Broking)     Tel: +44 20 7220 1648

 Camarco (Public Relations)                             Tel: +44 20 3781 9244
 Gordon Poole / James Crothers                          Email: artemis@camarco.co.uk (mailto:artemis@camarco.co.uk)

 Emily Hall / Rebecca Waterworth

 

About Artemis Resources

Artemis Resources (ASX/AIM: ARV; FRA: ATY; US: ARTTF) is a Perth-based
exploration and development company, led by an experienced team that has a
focus on delivering shareholder value from its Pilbara exploration projects -
the Greater Carlow gold-copper project in the West Pilbara and the Paterson
Central gold-copper project in the East Pilbara.

 

Notice of General 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.

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

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

 

Agenda

 

RESOLUTION 1 - CHANGE TO NON-EXECUTIVE DIRECTORS' FEES

 

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

"That, for the purposes of ASX Listing Rule 10.17, and rule 14.8 of the
Company's Constitution, the maximum aggregate amount of directors' fees
payable to Non-Executive Directors of the Company be increased by an amount of
$350,000 to $500,000 per annum".

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 13,000,000
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.

rESOLUTION 3 - 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 7,000,000
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 4 - GRANT OF OPTIONS to a RELATED PARTY - MR GUY ROBERTSON

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 3,000,000
Options to Mr Guy Robertson (or his nominee) on the terms and conditions set
out in the Explanatory Statement".

A voting exclusion statement is set out below.

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 - Change to Non-Executive Directors' Fees                    The Company will disregard any votes cast in favour of Resolution 1 by:

                                                                           a)   any Director; or

                                                                           b)   any associate of a Director.
 Resolution 2 - Grant of Options to a Related Party - Mr Alastair Clayton  Alastair Clayton and any other person who will 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 Related Party - Mr Mark Potter       Mark Potter and any other person who will 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 4 - Grant of Options to a Related Party - Mr Guy Robertson     Guy Robertson and any other person who will 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.

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

Guy Robertson

Company Secretary

Artemis Resources Limited

15 July 2022

 

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 Ground Floor 1 Centro Avenue Subiaco WA 6008 on 18 August 2022 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......... (#_Toc108769789) INTRODUCTION

2......... (#_Toc108769790) ACTION TO BE TAKEN BY SHAREHOLDERS

3......... (#_Toc108769791) introduction

4......... (#_Toc108769792) resolution 1 - CHANGES TO NON-EXECUTIVE DIRECTORS'
REMUNERATION

5......... (#_Toc108769793) resolution 2 - 4 - issues of options to RELATED
PARTIES

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 0407 983 270 or
Guy.robertson@artemisresources.com.au
(mailto:Guy.robertson@artemisresources.com.au) if you wish to discuss any
matter concerning the Meeting.

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 16 August 2022.  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.

Depositary Interest Holders

Depositary Interest holders will find a Form of Instruction enclosed. The
Company encourages Depositary Interest holders completing a Form of
Instruction to direct the Depositary how to vote on each Resolution. The Form
of Instruction must be received no later than 11:00am (WST) on 12 August
2022.  Any Form of Instruction received after that time will not be valid for
the Meeting. A Form of Instruction may be lodged with the office of the
Depositary, Computershare Investor Services PLC, using the reply-paid envelope
provided.

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 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 11:00am (WST) on 17 August 2022.

3        introduction

3.1     Background

Resolution 1 - Change to Non-Executive Director Fees

Artemis Resources Limited has become aware that payments made to its
non-executive directors during the financial years ended 30 June 2020,  30
June 2021 and 30 June 2022 were in excess of Artemis' current maximum
aggregate cap by $37,400,  $67,060 and 123,698 respectively (prescribed by
rule 14.8 of Artemis' Constitution and set for the purposes of ASX Listing
Rule 10.17).

As Artemis shareholders would be aware, the Company has sought to restructure
the composition of its Board over recent years to ensure that it has an
appropriate mix of skills and expertise as it focuses on its core projects,
that the Board has balance, and in consideration of the Company's dual listing
on AIM, London. Artemis has recently appointed Vivienne Powe an additional
Independent Non-Executive  Director to the Board.

The amount which Artemis is permitted to pay its non-executive directors by
way of directors' fees of $150,000 has not been increased since the limit was
last approved in 2017.

Accordingly, Artemis proposes to seek the approval of shareholders to increase
the maximum aggregate amount the Company can pay to its non-executive
directors to $500,000 per annum (inclusive of superannuation contributions),
an increase of $350,000, so as to ensure that Artemis can continue to pay
directors' fees to its Non-Executive Directors in accordance with existing
contractual arrangements and that Artemis has the ability to attract and
retain suitably qualified Non-Executive Directors in future.

As the Company has existing contractual arrangements with each of its
Non-Executive Directors and some Non-Executive Directors are no longer with
Company, Artemis does not consider it practicable to seek to recover amounts
already paid in excess of the aggregate fee cap.

If shareholders decide not to increase the aggregate fee cap, the Company will
need to restructure remuneration payable to its Non-Executive Directors. This
may include a requirement that Non-Executive Directors receive a greater
proportion of remuneration through equity incentives, rather than cash
consideration. Any change to the remuneration of the Company's non-executive
directors may impact the Company's ability to retain and attract suitable
qualified directors, including the existing Non-Executive Directors of the
Company.

Resolutions 2 to 4

There have been significant delays in the approval processes to enable
drilling on the Company's core projects, delays in getting access to drilling
rigs, and finally extended delays in the processing of assays.

As a consequence, the Company has been unable to execute its exploration
programme in the timeline set in its business plan. This has resulted in an
unforeseen decline in the Company's share price below the price of 43,500,000
director options expiring on 31 July 2022 which will therefore lapse.

The Company is seeking Shareholder approval, to issue the following securities
to Directors or entities controlled by the Directors:

(a)      Resolution 2 - up to 13,000,000 Options to Mr Alastair Clayton
(or his nominee);

(b)      Resolution 3 - up to 7,000,000 Options to Mr Mark Potter (or his
nominee);

(c)      Resolution 4 - up to 3,000,000 Options to Mr Guy Robertson (or
his nominee).

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 - CHANGES TO NON-EXECUTIVE DIRECTORS'
REMUNERATION

In accordance with clause 14.8 of the Constitution, ASX Listing Rule 10.17 and
for all other purposes, Shareholder approval is sought to increase the maximum
aggregate amount of directors' fees that may be paid by the Company to its
Non-Executive Directors (Fee Pool) by $350,000 per annum to $500,000 per
annum.

Under the ASX Listing Rules, the term "directors' fees" means fees payable by
the Company and any of its child entities to a Non-Executive Director for
acting as a director of the Company or any of its child entities (including
attending and participating in any board committee meetings) and includes
superannuation contributions and any fees which a director sacrifices for
other benefits, but does not include reimbursement of genuine out-of-pocket
expenses, genuine "special exertion" fees paid in accordance with the
Company's Constitution or securities issued to Non-Executive Directors with
approval of Shareholders in accordance with the ASX Listing Rules.

The Directors are seeking Shareholder approval to increase the Fee Pool for
the following reasons:

(a)        as a result of the substantial development of the Company
over recent years, the Directors continue to review the size and composition
of the Board. The increase in the Fee Pool will provide the Board with the
ability to appoint additional directors with the requisite skills and
experience as appropriate; and

(b)        the increase will ensure that the Company maintains the
ability to pay Non-Executive Directors remuneration at levels commensurate
with market rates and as necessary to attract and retain directors of the
highest calibre.

The level of Non-Executive Directors' remuneration is reviewed periodically to
ensure alignment with the market. The current Fee Pool is $150,000 and has not
been increased since 2017. Current fees for the Non-Executive Directors (per
annum) are $60,000 per annum and Non-Executive Chairman $120,000 per annum.

Additional information regarding the remuneration paid to each Non-Executive
Director for the financial year ended 30 June 2021, and the Company's approach
to the remuneration of Non-Executive Director was set out in the Remuneration
Report in the Company's Annual Report.

The Non-Executive Directors of the Company consider that, given their personal
interests in Resolution 1, it would be inappropriate for them to give any
voting recommendation with respect to Resolution 1. Executive directors Mr
Clayton and Mr Robertson recommend that Shareholders vote in favour of
Resolution 1.

The Chairman intends to exercise all available undirected proxies in favour of
Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way
the Chairman is to vote on Resolution 1, by signing and returning the Proxy
Form (including via an online voting facility) you are considered to have
provided the Chairman with an express authorisation for the Chairman to vote
the proxy in accordance with the Chairman's intention, even though the
Resolution is connected directly or indirectly with the remuneration of Key
Management Personnel.

Option issues to Directors in the last three years were as follows:

On 22 July 2019 the Company obtained shareholder approval under ASX Listing
Rule 10.11 to issue the following securities to Directors of the Company,
which were issued on 31 May 2019:

(a)        9,500,000 options to Daniel Smith as part of his
remuneration package; and

(b)        7,500,000 options to Edward Mead as part of his remuneration
package.

These options were cancelled on 4 May 2020.

On 20 April 2020, the Company obtained shareholder approval under ASX Listing
Rule 10.11 to issue the following securities to Directors of the Company,
which were issued on 4 May 2020:

(a)        60,000,000 options to Alastair Clayton as part of his
remuneration package;

(b)        9,500,000 options to Daniel Smith as part of his
remuneration package

(3)        7,500,000 options to Edward Mead as part of his remuneration
package; and

(c)        10,000,000 options to Mark Potter as part of his
remuneration package.

50% of these options, exercise price $0.05, will lapse on 31 July 2022. The
remaining 50%, with exercise price $0.075 will expire on 31 January 2023.

On 30 September 2020, 5,000,000 options were issued to Mr Boyd Timler on
agreeing to become a Director of the Company. These options were cancelled on
Mr Timler's resignation on 24 May 2021.

On 30 November 2020, the Company obtained shareholder approval under ASX
Listing Rule 10.11 to issue the following securities to Mark Potter, which
were issued on 1 December 2020:

(a)        5,000,000 options with expiry date 1 December 2023 and price
$0.18 as part of his remuneration package; and

(b)      5,000,000 options with expiry date 1 December 2025 and price
$0.25 as part of his remuneration package.

On 25 November 2021, the Company obtained shareholder approval under ASX
Listing Rule 10.11 to issue the following securities to Simon Dominy, which
were issued on 20 December 2021: 2,000,000 options with an expiry date of 20
December 2024 and an exercise price of $0.15 as part of his remuneration
package.

On 1 July 2022, the Company issued 2,000,000 options to Vivienne Powe with an
expiry date of 31 July 2025 and an exercise price of $0.05, on agreeing to
become a director of the Company.

5        resolution 2 - 4 - issues of options to RELATED PARTIES

 

5.1     General

The Company has agreed, subject to obtaining Shareholder approval, to issue a
total of 23,000,000 Options (Related Party Options) to Messrs Alastair
Clayton, Mark Potter and Guy Robertson (or their nominees) (Related Parties)
on the terms and conditions set out below, and otherwise as set out in
SCHEDULE 2:

(a)      Alastair Clayton: 13,000,000 Related Party Options

(b)      Mark Potter: 7.000,000 Related Party Options

(c)      Guy Robertson: 3,000,000 Related Party 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.

 

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 2 to 4
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.

As required by Listing Rule 14.1A:

If Resolutions 2 to 4 are passed, then the Company will be able to proceed
with the issue of the Related Party Options to Mr Clayton, Mr Potter and Mr
Robertson (or their nominee/s).

If Resolutions 2 to 4 are not passed, then the Company will not be able to
proceed with the issue of the Related Party Options to Mr Clayton, Mr Potter
and Mr Robertson (or their nominee/s).  The Company may have to consider
alternative methods of remunerating Mr Clayton, Mr Potter and Mr Robertson
which may take the form of increased cash payments, which would reduce the
Company's cash reserves.

 

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:

(a)      The related party to whom Resolutions 2 to 4 would permit the benefit to be given are Alastair Clayton, Mark Potter and  Guy Robertson each a Director.

(b)      The nature of the financial benefit:

(i)      Alastair Clayton: 13,000,000 Related Party Options;

(ii)     Mark Potter: 7,000,000 Related Party Options; and

(iii)    Guy Robertson: 3,000,000 Related Party Options.

(c)      The options are exercisable on terms set out in SCHEDULE 2.

(d)      Reasons for giving the benefit: The reason for giving the benefit is set out in section  5.1 above.

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

                                           Alastair Clayton  Mark Potter  Guy Robertson
 Shares                                    7,250,000         Nil          4,000,001
 Options which will lapse on 31 July 2022  30,000,000        5,000,000    -
 Options - other                           30,000,000        15,000,000   -

(f)      Total remuneration package

 Related Party     Current Financial Year (Estimated30 June 2022)  Previous Financial year

                   ($)                                             (Actual 30 June 2021)

                                                                   ($)
 Mark Potter       $120,000                                        $125,132
 Alastair Clayton  $326,000                                        $328,535
 Guy Robertson     $114,000                                        $84,000

 

(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 23,000,000 Shares would be issued. This will increase the number of
Shares on issue from 1,388,330,984 to 1,411,830,984 (assuming no other Shares
are issued) with the effect that the shareholding of existing Shares would be
diluted by an aggregate of approximately 1.6%.

(h)      Valuation of the financial benefit to be given

The Related Party Options have a deemed value of $0.0151 per 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:  $196,300

(ii)     Mark Potter: $105,700; and

(iii)    Guy Robertson: $45,300

 

 Assumptions                              Options
 Valuation date                           4/7/2022
 Market price of Shares                   $0.03
 Exercise price                           $0.05
 Expiry date (length of time from issue)  3.08 years
 Risk free interest rate                  2.985%
 Volatility (discount)                    94%
 Indicative option value (rounded)        0.0151
 Total number of the Options              23,000,000
 Total option value of the Options        $347,300

 

(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 4.

 

5.4   ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing
Rule 10.12 applies, an entity must not issue, or agree to issue, equity
securities to:

(a)          a related party;

(b)          a person who is, or was at any time in the 6 months
before the issue or agreement, a substantial (30%+) holder in the entity;

(c)          a person who is, or was at any time in the 6 months
before the issue or agreement, a substantial (10%+) holding in the entity and
who has nominated a director to the board pursuant to a relevant agreement
which gives them the right or expectation to do so;

(d)          an associate of a person referred to in paragraphs (a),
(b), or (c) above; or

(e)          a person whose relationship with the entity or a person
referred to in any of paragraphs (a) to (d) above is such that, in ASX's
opinion the issue or agreement should be approved by securityholders,

unless it obtains the approval of its ordinary security holders.

As the issue of Related Party Options to Mr Clayton, Mr Potter and Mr
Robertson (or their nominee/s) constitutes the issue of equity securities to a
related party of the Company, Shareholder approval pursuant to ASX Listing
Rule 10.11 is required unless an exception applies.  It is the view of the
Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply
in the current circumstances.

The Company therefore seeks the required Shareholder approval for the issue of
the Related Party Options to Mr Clayton, Mr Potter and Mr Robertson (or their
nominee/s), under and for the purposes of Listing Rule 10.11.

 

5.5     Resolutions 2-4 - 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, Potter and Robertson, being Directors of the Company, or their nominees;
(b)      a maximum of 23,000,000 Related Party Options will be issued as follows:
(i)      Alastair Clayton: 13,000,000 Related Party Options
(ii)     Mark Potter: 7,000,000 Related Party Options; and
(iii)    Guy Robertson: 3,000,000 Related Party Options.
(c)      Options are exercisable at 5 cents on or before 31 July 2025 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.

 

5.6     Director's Recommendations

 

The Directors decline to make a recommendation on Resolutions 2 to 4 as there
may be a conflict of interest.

SCHEDULE 1            definitions

In this Notice and Explanatory Statement:

 $ or A$ means Australian dollars.
 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.
 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.
 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.
 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.
 WST means Australian Western Standard Time.

 

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

5 cents per Share;

(c)          Expiry Date

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

31 July 2025

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

If a notice delivered under (g)(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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