Proposed Rights Issue 2025

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PROPOSED RIGHTS ISSUE BY GEMFIELDS GROUP LIMITED

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH GEMFIELDS GROUP LIMITED REGARDS AS UNDULY ONEROUS.

IN PARTICULAR, YOU MUST NOT ACCESS THIS AREA OF THE WEBSITE IF YOU ARE RESIDENT IN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, HONG KONG, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (IN EACH CASE, AN "EXCLUDED TERRITORY").

This website contains announcements, documents and other information ("Information") published by or on behalf of Gemfields Group Limited (the “Company”) in connection with a possible issue of new ordinary shares in the Company (“Shares”) to raise approximately USD $30 million by way of a rights issue in the Company (the “Transaction”) which was the subject of an announcement made by the Company on 11 April 2025. The Information is being made available for information purposes only and is subject to the terms and conditions set out below. Any investment decision to be made in connection with the transaction shall be made solely on the basis of the information to be contained in the Prospectus and no other information which may be available on this website. Any person seeking to access this part of the website represents and warrants to the Company that they are doing so for information purposes only.

The Information contained in this website does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any Shares pursuant to the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Transaction which, if approved by the shareholders of the Company, is expected to be made by means of a prospectus to be published by the Company (“Prospectus”) which is expected to be made available on the Company’s website on or around 20 May 2025 and which will contain the full terms and conditions of the Transaction, including details on how it may be accepted by those shareholders who are resident in the United Kingdom or South Africa. Any decision made in relation to whether to acquire any Shares in connection with the Transaction should be made solely on the basis of the information provided in the Prospectus.

Please read this notice carefully - it applies to all persons who view the website to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this website may be altered or updated from time to time, and should be read carefully each time you visit this website. The Information speaks only at the date of the relevant information reproduced on this website. The Company does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this website at any time and at its absolute discretion.

Access to the website
To allow you to view information about the Transaction, you must read this notice and then click ‘I ACCEPT’. If you are unable to agree, you should click ‘I DECLINE’ and you will not be able to view information about the Transaction.

Overseas jurisdictions
Viewing the materials you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside of the United Kingdom or South Africa who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

Shareholders who are resident or located in any one of The United States, Australia, New Zealand, Canada, Hong Kong, Singapore or Japan will not be entitled to participate in the Transaction and the Prospectus will not be posted to them.

These materials are not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction. You should not download, mail, forward, distribute, send or share the information or documents (whether directly or indirectly) contained on this part of the website to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this part of the website.

Responsibility
In relation to any Transaction-related materials accessible on this area of the website please note any statement of responsibility contained therein. The documents included in this part of the website issued or published by the Company speak only at the specified date of the relevant document and the Company has, and accepts, no responsibility or duty to update or revise such documents (other than to the extent such duty arises as a matter of law or regulation).

In relation to any announcements or other Transaction-related materials issued or published by the Company, or which relate to the Company or any of its subsidiaries (together the “Group”), that are accessible on this area of the website, the only responsibility accepted by the Company and its directors is for the correctness and fairness of its reproduction.

No director of the Company has reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

Forward-looking statements
The information included in this part of the website may contain statements about the Group that are or may be forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words ‘targets’, ‘plans’, ‘believes’, ‘expects’, ‘aims’, ‘intends’, ‘will’, ‘may’, ‘anticipates’, ‘estimates’, ‘projects’ or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to the expected benefits of the Transaction, the expected timing and scope of the Transaction and other statements other than historical facts. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements are based on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company and its directors, officers, employees, advisers and any person acting on behalf of one or more of them expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained herein, whether as a result of new information, future events or otherwise except as required by applicable law.

Neither the Company nor its directors, officers, employees, advisers and any person acting on their behalf provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur.

Other
If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised either under the Financial Services and Markets Act 2000 (for those shareholders based in the United Kingdom) or the South African Financial Advisory and Intermediary Services Act, 2002 (“FAIS Act”) (for those shareholders based in South Africa) or, if you are located in any other jurisdiction, from an appropriately authorised independent financial adviser.

The information contained on this website constitutes factual information as contemplated in section 1(3)(a) of the FAIS Act and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Transaction or in relation to the business or future investments of the Company, is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing on this website should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act and the Company's advisors are acting for the Company only in respect of the Transaction and are not giving or purporting to have given any financial advice as contemplated in the FAIS Act to any person receiving the Information.

You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Neither the Company, nor any of their affiliates their directors, officers and employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials. It is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

By ticking the consent box below, you:

confirm that you have read and understood the notice set out above and agree to be bound by its terms
represent and warrant that you are not (nor do you act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal
agree that you will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time (whether directly or indirectly), and
represent and warrant to the Company that you intend to access this part of the website for information purposes only
represent and warrant to the Company that you are not resident in an Excluded Territory.

Please note that the documents used for subscription for the Shares in contravention of the above will be rejected with no recourse to the Company or its representatives or agents.

Completion of Rights Issue –13 June 2025

Number	Document	Download
1.	Notification of major holdings, Directors’ and their associates’ shareholdings \| Gemfields Group
2.	Results of Rights Issue

Proposed Rights Issue – Publication of Prospectus – 20 May 2025

Number	Document	Download
1.	20250520 - Gemfields Group Limited - Proposed Rights Issue 2025 - Prospectus
2.	20250411 - GGL - Gemstone Resources and Gemstone Reserves Report 2024 - FINAL
3.	20240325 - GGL - Gemstone Resources and Gemstone Reserves Report 2023 - FINAL

Extraordinary General Meeting (EGM) - 19 May 2025

Number	Document	Download
1.	Results of Extraordinary General Meeting and Rights Issue JSE finalisation information

Proposed Rights Issue - Notice of EGM and Circular - 11 April 2025

Number	Document	Download
1.	20250411 - Gemfields Group Limited - Circular to Shareholders
2.	20220629 - Gemfields Group Limited - Articles of Association
3.	20200521 - Assore International Holdings Limited - Articles of Association
4.	20250411 - Sean Gilbertson - Irrevocable Undertaking
5.	20250411 - David Lovett - Irrevocable Undertaking
6.	20250411 - Kwape Mmela - Irrevocable Undertaking
7.	20250411 - Cockroft - Irrevocable Undertaking
8.	20250407 - OVMK Insinger - Irrevocable Undertaking
9.	20250407 - OVMK Value Fund - Irrevocable Undertaking
10.	20250407 - VLK - Irrevocable Undertaking
11.	Gemfields Group Limited - 2024 Annual Report
12.	Gemfields Group Limited - 2023 Annual Report
13.	Gemfields Group Limited - 2022 Annual Report
14.	20220630 - Assore International Holdings Limited - 2022 Accounts
15.	20210630 - Assore International Holdings Limited - 2021 Accounts
16.	20250411 - (1) Gemfields Group Limited (2) Panmure Liberum Limited (3) Assore International Holdings Limited and (4) Rational Expectations (Pty) Limited - Rights Issue and Underwriting Agreement
17.	20250411 - (1) Assore International Holdings Limited and (2) Gemfields Group Limited - Pre-funding Agreement
18.	20250411 - (1) Rational Expectations (Pty) Ltd and (2) Gemfields Group Limited - Pre-funding agreement
19.	20250411 - (1) Rational Expectations (Pty) Ltd and (2) Gemfields Group Limited - Relationship Agreement
20.	20250411 - Panmure Liberum - Consent Letter
21.	20250411 - Investec Bank Limited - Consent Letter
22.	20250411 - Guernsey Proxy Form (for shareholders holding their shares on AIM)
23.	20250411 - JSE Proxy Form (for shareholders holding their shares on the JSE)