Publication of Circular, Notice of SGM& Correction

B"H

5 July 2021

Shefa Gems Ltd.

("Shefa Gems" or the "Company")

Publication of Circular and Notice of Special General Meeting

And

Correction re. Share Consolidation and Record Date

Further to the announcement made on 1 June 2021, Shefa Gems (LSE: SEFA) has today published a circular (the "Circular") in relation to the Proposed Combined Transaction. Further details on the Proposed Combined Transaction can be found in the Circular.

The Proposed Combined Transaction is conditional on the approval of Shefa Gems' shareholders. Accordingly, the Circular contains a notice convening a Special General Meeting of the Company which is to be held at 12:00 p.m. on 9 August 2021 at the Company's headquarters at 90 Herzel St. Natanya, Israel as well as via the Zoom software, at which a resolution will be proposed for Shefa Gems' shareholders to approve the Proposed Combined Transaction (the "Notice of Special General Meeting").

The Circular and the Notice of Special General Meeting will be available for viewing on Shefa Gems' website at www.shefagems.com.

In the announcement made on 1 June 2021, the Company referred to a proposal to undertake a share consolidation on the basis of 100 Ordinary Shares for 1 Ordinary Consolidated Shares.   However, the Board having consulted with the Shany Group, has decided that this is not appropriate at the current time and the Company is only proposing to increase the Company's registered share capital to 1 trillion Ordinary Shares in the capital of the Company and to cancel the par value of the Ordinary Shares.

In the announcement made on 1 June 2021, the Record Date for the Proposed Combined Transaction was stated to be 1 June 2021. Because of the change in scope of the Proposed Combined Transaction, and given that the proposed share consolidation will not proceed, the Record Date for voting at the Special General Meeting of the Company is changed to 12 July 2021 and the record date for the entitlement to the distribution dividend (the "Dividend Record Date") is changed to 8 August 2021, being the date before the Special General Meeting of the Company.

 Note that unless the counterparties specifically agree otherwise, a buyer of Ordinary Shares before the Ex -entitlement Date (being 10 August 2021, the day after the Special General Meeting, assuming the Resolution is duly passed), will assume the benefit of the right to the shares in the Subsidiary from the seller and such seller would need to pass the benefit of this right to the buyer, even if the seller is the recorded owner of the Ordinary Shares being sold by it at the Dividend Record Date. 

Please find the full timetable below:

- Ends -

Enquiries

Notes to Editors

 About Shefa Gems Ltd

Pending completion of the Combined Proposed Transaction, Shefa Gems Ltd (LSE: SEFA) and its wholly owned subsidiary, Shefa in Israel (G.M.) Ltd (the "Subsidiary") is an explorer and developer of precious gems deposits operating in Northern Israel. Exploration activity is managed by professionally skilled and technically competent personnel and is accompanied by an international team of geological experts. All exploration activities are conducted under international standards and the internationally recognized SAMREC 2016 Code.

Shefa Gems has established a "Source to Sink" geological model and the presence of a Target Mineral Assemblage of gemstones ("TMA Suite") in both primary volcanic sources and in secondary alluvial deposits lying within the Kishon catchment, on Mount Carmel and in the Zevulun and Yizre'el valleys and their margins. The TMA suite comprises Precious Stones (Diamond, rare natural moissanite, sapphire, ruby, Carmel Sapphire™, garnet, hibonite, spinel, ilmenite) and heavy minerals including zircon and rutile.

On March 2020, the Quarries and Mines Branch of the Ministry of National Infrastructures of the State of Israel has awarded a Certificate of Discovery to the Subsidiary covering the projected gemstone mine development in the Kishon Mid Reach, Zones 1 and 2. The Certificate of Discovery is the culmination of successful exploration activities and market analysis; and signals the beginning of the process towards future commercial mining. 20 years of exploration in the Kishon valley have brought the Subsidiary one step closer in the establishing Israel's first and only future precious gemstone mine, originally identified and progressed by the founder of the Company, the late and much missed Abraham (Avi) Taub.

Alongside its exploration activities, the Subsidiary is developing a "Mine to Market" strategy to promote unique jewellery collections utilising Shefa Gems' suite of precious gemstones.

The Subsidiary upholds environmental values and protects the nature in the areas where it operates, cooperating fully with all authorities. 

As part of the Proposed Combined Transaction, it is proposed that the Company distributes the ownership of the Subsidiary from the Company to all of the Company's existing Shareholders as at the Dividend Record Date via a dividend in specie following which the Company will retain its listing on the London Stock Exchange as a special purpose acquisition company ("SPAC" or "cash shell") with only cash remaining as its sole asset. Further details are set out in the Circular.

For further information please visit the website at www.shefagems.com