Pallinghurst Announces Strategic Priorities and Reconstituted Board

HAMILTON, Bermuda – July 13, 2017 – In a filing with the Bermuda Stock Exchange, Pallinghurst Resources Limited (the “Company”; Ticker: PALLRES.BH), announced strategic priorities and reconstituted board.  The filing stated:

Pallinghurst Announces Strategic Priorities and Reconstituted Board

On 26 June 2017, shareholders of Pallinghurst voted emphatically in favour of the restructuring of the Company and the acquisition of Gemfields plc (“Gemfields”). Pallinghurst’s life is now extended by 50 years and is set to become an operating mining company (subject to the applicable regulatory provisions). Pallinghurst has terminated the existing Investment Management Agreement for no consideration and the Investment Manager’s Benefit and all carried interest arrangements will cease.

Brian Gilbertson as Executive Chairman, Arne H. Frandsen as Chief Executive and Andrew Willis as Finance Director have each provided a renewed five-year commitment to Pallinghurst. In addition, Sean Gilbertson has been appointed as the Chief Investment Officer and Priyank Thapliyal as the Chief Operating Officer and have provided the same commitment. The Pallinghurst executive management will lead operations in London, South Africa, Zambia and Mozambique, with dedicated teams in the field.

After ten years of service, Clive Harris and Stuart Platt-Ransom have resigned as independent non-executive Directors and from all Board committees with effect from 11 July 2017. Lumkile Mondi has been appointed as a member of each of the Audit Committee, Nomination Committee and Remuneration Committee. Furthermore, subject to the relevant regulatory approvals, Sean Gilbertson and Priyank Thapliyal have been appointed as executive Directors of the Company and Erich Clarke and Kwape Mmela as independent non-executive Directors. Bringing the CEOs of three of the Company’s businesses onto the Board will secure additional hands-on experience and expert knowledge of Pallinghurst’s assets.

Following the takeover offer by Pallinghurst on 19 May 2017 to acquire the entire issued and to be issued share capital of Gemfields, almost 90% of Gemfields shareholders have now accepted into the Pallinghurst offer. Gemfields will be delisted from AIM by the end of July and Pallinghurst intends to exercise its rights to compulsorily acquire all remaining Gemfields shares, subject to reaching the requisite threshold. Pallinghurst will now review the Gemfields business model following discussions with Gemfields’ management, in line with the intentions detailed in the offer document. Pallinghurst intends to integrate the business of Gemfields to maximise cost savings, unlock value for Pallinghurst shareholders and develop Gemfields in full as the De Beers of coloured gemstones.

Pallinghurst, as a Guernsey incorporated company which is subject to the UK City Code on Takeovers and Mergers, has commenced the preparatory work towards potentially obtaining a premium listing on the London Stock Exchange.

Chairman Brian Gilbertson commented: “We thank Clive Harris and Stuart Platt-Ransom for their ten years’ service to the Company. Their input and contributions were outstanding, and contributed significantly to creating the new Pallinghurst. In advance of yesterday’s annual general meeting, certain shareholders had voiced the desire to vote against the two gentlemen’s reappointment. We shall seek to engage promptly with those shareholders, to establish and address their concerns. As an operating mining company, Pallinghurst will participate in regular shareholder interaction. Management is fully committed to unlocking the significant and full value potential of Pallinghurst for the benefit of all shareholders”.

Chief Executive Arne H. Frandsen continued by saying:

“The revitalisation of Gemfields operations is urgently needed given Gemfields tight financial circumstances. It is therefore Pallinghurst’s objective to facilitate the handover in a quick and seamless way to provide operational stability and retain shareholder value. With debt levels at Gemfields at an all-time high, the need for conservative financial management is evident. That said, further investments in the operations will be sought to secure profitable expansion and growth as stated in our offer document as we develop Gemfields fully as the De Beers of coloured gemstones. We look forward to keeping shareholders updated on our continued actions, exclusively aimed at creating and preserving shareholder value across our investment platforms”.

BSX Listing Sponsor:

Kim Gibson, Clarien BSX Services Ltd (#294 2971)                                 (441)294-2971                                                               ********

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Background notes:

Sean Gilbertson was the architect behind the acquisition of the Kagem Mine and contributing it to Gemfields. He is the longest serving Gemfields Executive, and will bring this hands-on expertise from Gemfields operations to the Board of Pallinghurst. In addition, he is the CEO of Fabergé, and will provide luxury goods expertise. Sean is a Mining Engineer by training.

Priyank Thapliyal is the CEO of Jupiter Mines and a director of Tshipi. He was instrumental in building the Tshipi mine, on time and on budget. He has also been driving the effort to expand Tshipi so that it is South Africa’s largest manganese exporter today. The skills of mine building and ramp-up will be very important as we commence the building of a formal mine at Montepuez. Priyank was previously the Head of Corporate Development and M&A at Vedanta Resources and he holds an MBA.

Kwape Mmela acted as an advisor for seven years to the Constitutional Assembly of South Africa and worked as a Senior Officer in the Lands Claim Commission. Afterwards he worked for AngloPlats and Sedibelo Platinum Mine for 14 years, including as Sedibelo’s Chief Strategic Officer and Deputy Chairman. He is the founder and Chairman of Hlamogolo Capital and ShepherdTree Holdings. Kwape is a lawyer by training and holds a LLB as well as a M.Phil in Management.

Erich Clarke is the CEO of Sedibelo Platinum Mine. Before becoming CEO, Erich was the CFO of then JSE-listed Eqstra Holdings and other companies within the Imperial Group. Besides bringing Sedibelo-specific expertise to the board, as a CA, Erich brings an important accounting skill-set and additional financial acumen to the Board.

BSX Listing Sponsor:

Kim Gibson, Clarien BSX Services Ltd (#294 2971)                                 (441)294-2971