NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
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:
|
Name
of Director
|
Interest in Ordinary Shares (Number)
|
Interest in Ordinary Shares (Percentage)
|
|
Bernard Olivier
|
4,964,103
|
1.61%
|
|
Edward Nealon
|
10,680,768
|
3.46%
|
|
Peter Redmond
|
8,949,357
|
2.90%
|
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
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Dr Bernard Olivier
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PDMR
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Gem Resources Plc
|
|
b)
|
LEI
|
213800U6Z250COBY7781
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.0001
|
|
|
Identification Code
|
GB00BL979W39
|
|
b)
|
Nature of the transaction
|
Issue of ordinary shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0.65 pence per Ordinary
Share
|
3,230,769 Ordinary Shares
|
|
|
|
|
|
d)
|
Aggregated information:
Aggregated volume
· Price
|
3,230,769 Ordinary
Shares
0.65 pence per Ordinary
Share
|
|
e)
|
Dates of the transactions
|
26 February 2025
|
|
f)
|
Place of the transactions
|
London
|
Edward Nealon
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Edward Nealon
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PDMR
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Gem Resources Plc
|
|
b)
|
LEI
|
213800U6Z250COBY7781
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.0001
|
|
|
Identification Code
|
GB00BL979W39
|
|
b)
|
Nature of the transaction
|
Issue of Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0.65 pence per Ordinary
Share
|
1,846,153 Ordinary Shares
|
|
|
|
|
|
d)
|
Aggregated information:
Aggregated volume
· Price
|
0.65 Ordinary Shares
1,846,153 pence per Ordinary
Share
|
|
e)
|
Dates of the transactions
|
26 February 2025
|
|
f)
|
Place of the transactions
|
London
|
Peter Redmond
|
1.
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Peter Redmond
|
|
2.
|
Reason for the Notification
|
|
a)
|
Position/status
|
PDMR
|
|
b)
|
Initial notification /
Amendment
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Gem Resources Plc
|
|
b)
|
LEI
|
213800U6Z250COBY7781
|
|
4.
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the Financial
instrument, type of instrument
|
Ordinary Shares of £0.0001
|
|
|
Identification Code
|
GB00BL979W39
|
|
b)
|
Nature of the transaction
|
Issue of Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0.65 pence per Ordinary
Share
|
923,076 Ordinary Shares
|
|
|
|
|
|
d)
|
Aggregated information:
Aggregated volume
· Price
|
923,076 Ordinary Shares
0.65 pence per Ordinary
Share
|
|
e)
|
Dates of the transactions
|
26 February 2025
|
|
f)
|
Place of the transactions
|
London
|
Enquiries:
|
Gem Resources
Plc
Chief Executive Officer
Bernard Olivier
Executive Director
Peter Redmond
Chief Operating Officer
Jeremy Sturgess-Smith
|
+44 (0)746
368 6497
info@gemresources.co.uk
|
|
Peterhouse Capital Limited
Joint Corporate Broker
Lucy Williams
Duncan Vasey
Capital Plus Partners
Joint Corporate Broker
Jon
Critchley
|
+44 (0)20
7469 0930
+44 (0)203
821 6169
|
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.
