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. THE APPROVAL OF THE PROSPECTUS SHOULD NOT BE UNDERSTOOD AS AN ENDORSEMENT OF THE SECURITIES OFFERED.

Results of Rights Issue

LONDON, 13 JUNE 2025

Gemfields is pleased to announce the outcome of its Rights Issue and issuance of 556,203,396 New Shares to raise approximately USD30 million by way of a fully underwritten Rights Issue as originally announced on 11 April 2025.

The Company received valid acceptances for 458,330,512 New Shares, representing approximately 82.40% of the total number of New Shares that will be issued pursuant to the Rights Issue. The remaining 97,872,884 New Shares will be subscribed for by the Rights Issue's underwriters, with Assore International Holdings Limited ("AIH") subscribing for 63,910,993 New Shares and Rational Expectations (Pty) Ltd ("Rational") for  33,961,891 New Shares, beyond their pro-rata holding.

It is expected that the fully paid New Shares will be admitted to trading on AIM and that trading will commence at 08:00am (London time) this morning, 13 June 2025.

Uncertificated New Shares are expected to be credited to CREST stock accounts as soon as possible after admission to trading and definitive share certificates for the New Shares in certificated form will be despatched within ten Business Days of AIM Admission.

CSDP or broker accounts of Qualifying South African Shareholders (or their renouncees), who hold their Shares in Dematerialised form, will be credited with New Shares at 09:00 (SAST) today, Friday, 13 June 2025.

CSDP or broker accounts of Qualifying South African Shareholders (or their renouncees), who hold their Shares in certificated form, that provided their account details and did not elect the option to "rematerialise" their New Shares as outlined in the Form of Instruction, will be credited with the New Shares at 09:00 (SAST) today, Friday, 13 June 2025. The New Shares of Qualifying South African Shareholders (or their renouncees) that failed to provide their CSDP or broker accounts as required in terms of the Form of Instruction and the Prospectus, will be held by the SA Registrar on their behalf pending confirmation of such account details.

The Documents of Title in respect of New Shares of Qualifying South African Shareholders (or their renouncees), who hold their Shares in certificated form, that validly elected the option to "rematerialise" their New Shares as outlined in the Form of Instruction, will be posted to such Qualifying South African Shareholders (or their renouncees) as soon as possible from today, Friday, 13 June 2025.

No excess applications were allowed.

Total Voting Rights

Following AIM Admission, the total issued share capital of Gemfields Group Limited shall be 1,724,230,526 Ordinary Shares. Each Ordinary Share carries the right to one vote. Accordingly, the Company has 1,724,230,526 total voting rights in issue and this figure may be used by shareholders as the denominator for the calculations by which they can determine whether they are required to notify their interests in, or a change to their interest in the Company.

Should any shareholders be required to notify Gemfields of a change in their interest following the completion of the Rights Issue and share issuance, please contact [email protected]. 

​Unless the context requires otherwise, capitalised terms used but not otherwise defined in this announcement shall have the meanings set out in the Prospectus, which is available on the Company's website at: www.gemfieldsgroup.com/proposed-rights-issue-2025.

Summary of Rights Issue

1.      Based on the following spot exchange rates as at the close of business on 10 April 2025, being the last Business Day prior to the date of the publicationof the Circular sourced from Bloomberg: USD1.00 = GBP0.7726, GBP1.00 = ZAR25.32117.

2.      No Shares are held in treasury

-ENDS-

Further information on Gemfields Group Limited can be found at:

 GEMFIELDSGROUP.COM

To join our investor mailing list, please contact us on:
[email protected]

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no. 596/2014 which forms part of domestic UK law pursuant to the European Union (withdrawal) act 2018 ("MAR").

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