News and Announcements

Announcement further to offer for Gemfields plc

Further to the announcement by Pallinghurst Resources Limited (“Pallinghurst”) on 19 May 2017 (the “Rule 2.7 Announcement”) regarding the terms of an offer to be made by Pallinghurst for the whole of the issued and to be issued share capital of Gemfields plc (“Gemfields”) (other than the 258,908,915 Gemfields Shares already held by the Pallinghurst Group, representing 47.09% of Gemfields’ issued share capital), Pallinghurst has received irrevocable undertakings in respect of a total of 154,964,935 Gemfields Shares representing, in aggregate, approximately 28.18% of the existing issued share capital of Gemfields as at 17 May 2017. Together the shares subject to irrevocable undertakings and Pallinghurst’s current holding in Gemfields constitute 75.27% of the total issued share capital of Gemfields.

The irrevocable undertakings commit the Relevant Gemfields Shareholders to accept the Offer and to accept the Pallinghurst Shares in exchange for all their Gemfields Shares. The terms and further details of these irrevocable undertakings are set out in Appendix 3 to the Rule 2.7 Announcement including the circumstances in which the irrevocable undertakings will lapse.