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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Gem Resources Plc

("GEMR" or the "Company")

Issue of Equity in Lieu of Directors' Fees at a 31% premium to prevailing market price

Gem Resources Plc (LSE: GEMR), the owner and operator of the Gravelotte Emerald Mine in South Africa, today announces that it has, at the request of Dr Bernard Oliver, Edward Nealon and Peter Redmond, agreed to issue  5,999,998 new ordinary shares of £0.0001 each ("Ordinary Shares") at an issue price of 0.65 pence per Ordinary Share to those Directors in lieu of cash settlement of part of their accrued fees. The issue price of 0.65 pence per Ordinary Share representing a 31% premium to the mid-market closing price on 26 February 2025.

The issue of the Ordinary Shares to Directors constitute related party transactions for the purposes of DTR 7.3 due to Bernard Oliver, Edward Nealon and Peter Redmond being directors of the Company.

Accordingly, the arrangements were voted upon by the Directors of the Company (excluding Bernard Olivier, Edward Nealon and Peter Redmond) and such independent Directors consider the material related party transactions in respect of the agreements to be fair and reasonable from the perspective of the Company and its Shareholders.

Director's Fee Shares

Bernard Oliver, Edward Nealon, Peter Redmond have each requested to take part of their outstanding Director fees for the period January 2024 to February 2025 in Ordinary Shares.

Following such issuances, Directors will have the following interests in Ordinary Shares:

Applications have been made to the Financial Conduct Authority ("FCA") and London Stock Exchange plc ("LSE") and it is expected that the admission of the 5,999,998 new Ordinary Shares to listing on the equity shares (transition) category of the Official List maintained by the FCA and to trading on the main market for listed securities of the LSE will become effective on or before 8.00 a.m. on 5 March 2025 ("Admission").

Total Voting Rights

Immediately following Admission the Company will have 308,658,088 Ordinary Shares of £0.0001 each in issue.

The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights. Therefore, the figures above represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Rules.

Additional information

The following disclosures are made in accordance with the requirements of the UK Market Abuse Regulation and provide detail in relation to the purchase of Ordinary Shares by Directors and other PDMRs in the Company.

For the purposes of UK MAR, the person who arranged for the release of this announcement was Bernard Olivier, Chief Executive Officer .

NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Dr Bernard Oliver

Edward Nealon

Peter Redmond

Enquiries:

About Gem Resources Plc ("GEMR")

GEMR is an emerging emerald producer, focusing on the Gravelotte Emerald Mine. Historically, GEMR is one of the world's largest emerald mines, located in South Africa. The Company is committed to sustainable and efficient mining practices, utilizing modern technology to revive this historically significant emerald mine.  The Company has also acquired the Curlew Emerald Mine in Australia, further expanding its emerald mining operations and assets.

For more information about Gem Resources Plc, including investor relations and corporate news, please visit our website at www.gemresources.co.uk. Interested parties are also invited to sign-up for our newsletter via our website.