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

Regulatory Approval and Shareholder Confirmation

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).

Availability of Prospectus

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.

Submission to National Storage Mechanism

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.

Disclaimer on Dates and Timing

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

Key Rights Issue Dates and Milestones

Restrictions on transfers between UK Register and SA Register begin – Close of business on 20 May 2025
Prospectus approved and made available on the Company’s website and the FCA’s National Storage Mechanism – 20 May 2025
In South Africa: Last Day to Trade Existing Shares on the JSE to qualify to participate in the Rights Issue (cum Rights) – 22 May 2025
Despatch of Forms of Instruction to Qualifying South African Shareholders who hold their Shares in certificated form – Close of business on 22 May 2025
Existing Shares marked “ex” by the Johannesburg Stock Exchange – 9:00 a.m. SAST on 23 May 2025
Listing of Letters of Allocation commence on the JSE under Alpha code GMLN and ISIN: GG00BT3PBP61 – 9:00 a.m. SAST on 23 May 2025
United Kingdom: Record date for entitlement under the Rights Issue for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders – 6:00 p.m. London time on 27 May 2025
South Africa: Record date for entitlements under the Rights Issue for Qualifying South African Shareholders – 27 May 2025
Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only) – 28 May 2025
Prospectus printed and posted to all Qualifying Shareholders – 28 May 2025

Crediting of Letters of Allocation

Qualifying South African Shareholders who hold their Shares in uncertificated form will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation – 9:00 a.m. SAST on 28 May 2025
Qualifying South African Shareholders who hold their Shares in certificated form will have their Letters of Allocation credited to an account held with the SA Registrar – 9:00 a.m. SAST on 28 May 2025

London Exchange Activity

Existing Shares marked “ex” by the London Stock Exchange – 8:00 a.m. London time on 29 May 2025
Rights Issue opens – 29 May 2025
Admission and dealings in New Shares, nil paid, commence on AIM – 29 May 2025
Nil Paid Rights credited to stock accounts in CREST (Qualifying CREST Shareholders only) – Post 8:00 a.m. London time on 29 May 2025

UK Shareholder Processing Deadlines

United Kingdom: Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST – 4:30 p.m. London time on 5 June 2025
United Kingdom: Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST – 3:00 p.m. London time on 6 June 2025

South African Shareholder Processing Deadlines

South Africa: In respect of Qualifying South African Shareholders who hold their Shares in certificated form wishing to sell all or part of their Letters of Allocation, latest time and date for submission of Form of Instruction to SA Registrar – 9:00 a.m. SAST on 9 June 2025
South Africa: Last day to trade Letters of Allocation on the JSE – 9 June 2025

Commencement of New Share Trading

Listing and trading of New Shares on the JSE dealings in New Shares on a deferred settlement basis commence – 9:00 a.m. SAST on 10 June 2025

Final Submission and Acceptance Deadlines

United Kingdom: Latest time and date for splitting Provisional Allotment Letters, nil or fully paid – 3:00 p.m. London time on 10 June 2025
United Kingdom: Latest time and date for acceptance, payment in full and registration or renunciation of Provisional Allotment Letters – 11:00 a.m. London time on 12 June 2025
Rights Issue closes
Record date for Letters of Allocation on the JSE – 12 June 2025
Restriction on transfers between UK Register and SA Register ends – Close of business on 12 June 2025

Post Rights Issue Processing

CSDP/broker accounts credited with New Shares and debited with payments due – 13 June 2025
United Kingdom and South Africa: Results of the Rights Issue announced – 13 June 2025
Listing and trading of New Shares on AIM – 8:00 a.m. London time on 13 June 2025
United Kingdom: New Shares credited to CREST stock accounts – Post 8:00 a.m. London time on 13 June 2025
Expected despatch of definitive share certificates for the New Shares in certificated form – Within ten Business Days of AIM Admission

Notes:

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.
The results of the Rights Issue will be announced by way of a simultaneous RIS and SENS announcement on 13 June 2025.
The times and dates set out in the expected timetable of principal events above may be adjusted by Gemfields in consultation with Panmure Liberum.
Unless stated otherwise, references to times in this timetable are to London time or South Africa Standard Time, as applicable.
The Rights Issue will open two days post the record date to allow for the distribution of the Prospectus.
No excess applications are allowed.
Fractional entitlements will be rounded up or down.
Instructions for uncertificated holders must follow CSDP/broker agreements.
Letters of Allocation will be credited as applicable.
South African Shareholders may not rematerialise or dematerialise their Shares from 9–12 June 2025.

About Gemfields:

Gemfields is a world-leading responsible miner and marketer of coloured gemstones. Gemfields is the operator and 75% owner of both the Kagem emerald mine in Zambia (believed to be the world’s single largest producing emerald mine) and the Montepuez ruby mine in Mozambique (one of the most significant recently discovered ruby deposits in the world). In addition, Gemfields also holds controlling interests in various other gemstone mining and prospecting licences in Zambia, Mozambique, Ethiopia and Madagascar.

Gemfields’ outright ownership of Fabergé – an iconic and prestigious brand of exceptional heritage enables Gemfields to optimise positioning, perception and consumer awareness of coloured
gemstones through Fabergé designs, advancing the wider group’s “mine and market” vision.

Gemfields has developed a proprietary grading system and a pioneering auction platform to provide a consistent supply of coloured gemstones to downstream markets, a key component of Gemfields’ business model that has played an important role in the growth of the global coloured
gemstone sector.

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