Incorporated in Guernsey. Guernsey registration number: 47656

South African external company registration number: 2009/012636/10

Share code on JSE:GML (General Segment of JSE Main Board) / AIM:GEM

ISIN: GG00BG0KTL52   |   LEI: 21380017GAVXTCYS5R31

("Gemfields" or the "Group" or the "Company")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR COMMITMENT WHATSOEVER. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. IN ORDER TO FULLY UNDERSTAND THE POTENTIAL RISKS AND REWARDS ASSOCIATED WITH THE DECISION TO INVEST IN THE SECURITIES, ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS ONCE PUBLISHED. THE APPROVAL OF THE PROSPECTUS SHOULD NOT BE UNDERSTOOD AS AN ENDORSEMENT OF THE SECURITIES OFFERED.

PUBLICATION OF PROSPECTUS AND LAUNCH OF RIGHTS ISSUE FOR 10 NEW SHARES FOR EVERY 21 EXISTING SHARES AT 4.22 PENCE OR ZAR1.06860 PER NEW SHARE

LONDON, 20 MAY 2025

Publication of Prospectus

Gemfields is pleased to announce the publication of a Prospectus in relation to the issuance of 556,203,396 New Shares to raise approximately USD30 million by way of a fully underwritten Rights Issue (the "Rights Issue"), as originally announced on 11 April 2025.

The Prospectus has received regulatory approval from the Johannesburg Stock Exchange ("JSE") and the Financial Conduct Authority ("FCA"), and the publication follows the Company receiving shareholder approval for the Rights Issues' required resolutions at an Extraordinary General Meeting held yesterday (Monday 19 May 2025).

The Prospectus and associated documents will shortly be made available on the Group's website at: www.gemfieldsgroup.com/proposed-rights-issue-2025/, and will be printed and posted to all Qualifying Shareholders on 28 May 2025.

A copy of the Prospectus will also be submitted to the National Storage Mechanism and shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected timetable of events

The timetable in connection with the Rights Issue is set out below.

Each of the times and dates in the table below is indicative only and may be subject to change.

Notes:

1.      The Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses in the Excluded Territories, details of which will be set out in the Prospectus.

2.      The results of the Rights Issue will be announced by way of a simultaneous RIS and SENS announcement on 13 June 2025.

3.      The times and dates set out in the expected timetable of principal events above may be adjusted by Gemfields in consultation with Panmure Liberum, in which event details of the new times and dates will be notified to the Johannesburg Stock Exchange and the London Stock Exchange and, where appropriate, Qualifying Shareholders by way of a simultaneous RIS and SENS announcement.

4.      Unless stated otherwise, references to times in this timetable are to London time or South Africa Standard Time, as applicable.

5.      The Rights Issue will open two days post the record date to allow for the distribution of the Prospectus, as is customary in the United Kingdom

6.      No excess applications are allowed. Qualifying Shareholders will not have the right to apply for any excess New Shares not taken up by other Qualifying Shareholders. Any New Shares not taken up by Qualifying Shareholders pursuant to the Rights Issue, shall be subscribed for by the Underwriters pursuant to the terms and subject to the conditions of the Rights Issue and Underwriting Agreement.

7.      The allocation of Rights Issue Shares will be such that Qualifying Shareholders will not be allocated a fraction of a Rights Issue Share and only whole numbers of Rights Issue Shares will be issued. Rights Issue Shares of 0.5 or greater will be rounded up and fractional entitlements of Rights Issue Shares of less than 0.5 will be rounded down

8.      Qualifying South African Shareholders who hold their Shares in uncertificated form are required to inform their CSDP or broker of their instructions in terms of the Rights Issue in the manner and time stipulated in the agreement governing the relationship between the shareholder and their CSDP or broker.

9.      Qualifying South African Shareholders who hold their Existing Shares in uncertificated form will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation and Qualifying South African Shareholders who hold their Existing Shares in certificated form will have their Letters of Allocation credited to an account with the SA Registrar and will be sent a Form of Instruction.

10.    South African Shareholders may not rematerialise or dematerialise their Existing Shares from 9 June 2025 until 12 June 2025 both days inclusive.

Should you wish to ask a question on the Prospectus, Rights Issue or its timetable, please contact [email protected].

-ENDS-

Further information on Gemfields Group Limited can be found at:

 GEMFIELDSGROUP.COM

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