Gemfields Grou. Regulatory News (GEM)

(a) Full name of discloser:

Pallinghurst Resources Limited

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Gemfields plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

The latest practicable date prior to the disclosure

26 May 2017

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

Yes

Pallinghurst Resources Limited

Class of relevant security:

Ordinary shares of £0.01

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

The Pallinghurst Resources Fund L.P.

208,502,5561

37.92%

N/A

(2) Cash-settled derivatives:

N/A

N/A

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

N/A

TOTAL:

208,502,556

37.92%

N/A

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

1. Directors of Pallinghurst Resources Limited with interests in Gemfields plc shares:

· Brian Gilbertson, Arne H. Frandsen and Andrew Willis each hold interests in Pallinghurst (Cayman) Founder L.P which in turn holds 5,391,081 shares (0.98%) in Gemfields plc via Fabergé Conduit Limited.

· Dr Christo Wiese holds a total of 5,944,583 shares (1.08%) in Gemfields plc via various entities.

· Brian Gilbertson holds an interest in Autumn Holdings Asset Inc which in turn holds 988,079 shares (0.18%) in Gemfields plc and he also holds a 25% interest in Pallinghurst Resources Management L.P. which in turn holds 1,586,729 shares (0.29%) in Gemfields plc.

· Andrew Willis holds a contract for difference over 18,000 shares (

2. Other persons acting, or deemed to be acting, in concert with Pallinghurst Resources Limited with interests in Gemfields plc shares:

· NGPMR (Cayman) L.P. holds 72,497,243 shares (13.19%) in Gemfields plc.1

· Investec Pallinghurst (Cayman) L.P. holds 68,273,047 (12.42%) shares in Gemfields plc.2

· Pallinghurst Resources Fund L.P. holds 50,406,359 shares (9.17%) in Gemfields plc via Faberge Conduit Limited

· Autumn Holdings Asset Inc. holds 988,079 shares (0.18%) in Gemfields plc.

· Sean Gilbertson holds 300,000 shares (0.05%) in Gemfields plc.

· Investec Wealth & Investment Limited holds 4,500 shares (

· Investec Bank Limited holds 9,490 shares (

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

12 June 2017

Andrew Willis

+44 (0)1481 740 520