Conversion of Loan Notes & Issue of Equity

Summary

Gem Resources Plc (LSE: GEMR) announces the issue of 585,648,699 new ordinary shares of £0.0001 each ("Ordinary Shares") to settle £1,786,083.82 of liabilities through: (i) the conversion of Mr Louis Ching's £1.5 million Convertible Loan Notes into 500,000,000 Ordinary Shares at 0.30 pence per share (the "Conversion Shares"); (ii) the issue of 64,836,034 Ordinary Shares at 0.30 pence per share in settlement of historic unpaid Director and management fees (the "Historic Fee Shares"); and (iii) the issue of 20,812,665 Ordinary Shares at 0.44 pence per share in settlement of further unpaid Director fees owed to Mr Ching and Mr Edward Nealon (the "Additional Fee Shares" and, together with the Historic Fee Shares, the "Fee Shares").

The issue is expected to strengthen the Company's balance sheet by eliminating those liabilities without an equivalent cash outflow and preserving cash for the Group's projects and working capital. The Company considers that the settlement of accrued Directors' fees through the issue of Fee Shares is consistent with the Company's remuneration policy. The terms of the Conversion Shares and Historic Fee Shares were agreed and announced on 4 September 2025 and subsequently approved by shareholders at the General Meeting held on 20 November 2025. The agreed issue price of 0.30 pence per Ordinary Share represented a 50 per cent. premium to the prevailing market price at the time.

Summary of Issuances

The new Ordinary Shares comprise the following three components:

Individual allocations and resulting interests

The individual allocations of the Director Historic Fee Shares and resulting Director interests are set out below. The Ordinary Shares attributable to Mr Ching will be issued to North Galaxy, a company controlled by him and acting as his nominee. The resulting holdings and percentage interests assume no other changes before Admission.

Admission

Application has been made to London Stock Exchange plc ("London Stock Exchange") for the admission of 585,648,699 new Ordinary Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange ("Admission").

Admission is expected to occur on or around 5 August 2026. The new Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares. In respect of Fee Shares allotted or to be allotted to existing Directors or PDMRs who are employed by the Company, the Company expects to rely, to the extent applicable, on the exemption in PRM 1.4.12 of the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook set out in the FCA handbook of rules and guidance for transferable securities allotted to existing or former directors or employees by their employer.

Total Voting Rights

Following Admission, the Company's issued ordinary share capital will comprise 1,202,964,875 Ordinary Shares, each carrying one vote. The Company does not hold any Ordinary Shares in treasury. The total number of voting rights in the Company following Admission will therefore be 1,202,964,875.

With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Additional information

The notifications below are made in accordance with Article 19(5) of UK MAR.

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

GEMR is a natural resources company focused on identifying, acquiring and advancing value accretive mining and resource development opportunities. The Company's strategy is to apply disciplined technical and financial analysis to a pipeline of projects across precious stones, precious metals and other commodities, with the objective of creating long term shareholder value through exploration, development, optimisation and, where appropriate, asset realisation.

GEMR currently holds interests in a number of mining and resource projects in Africa and internationally, and continues to review additional opportunities that fit its capital allocation and risk return criteria. The Board remains focused on prudent balance sheet management, transparent governance and active portfolio management, including the potential divestment, joint venture or development of existing assets where this is in the best interests of shareholders.