This page includes Regulatory news filings supplied by issuers listed on the BSX. Please note the BSX is not responsible for the content, accuracy or completeness of announcements filed by issuers and disclaims all liability for any loss arising from reliance on information contained within issuer announcements.

Pallinghurst - Transactions by directors SENS announcement

17 August 2017

HAMILTON, Bermuda – August 17, 2017 – In a filing with the Bermuda Stock Exchange, Pallinghurst Resources Limited (the “Company”; Ticker: PALLRES.BH), provided an update on issued share capital, directors' shareholdings and dealings by Pallinghurst directors pursuant to the offer for Gemfields. The filing stated:

On 19 May 2017, the Board of Pallinghurst announced the terms of an offer to be made by Pallinghurst through which Pallinghurst would offer to acquire the entire issued and to be issued share capital of Gemfields plc (“Gemfields”) (other than the Gemfields Shares already held by the Pallinghurst Group) (the “Offer”).

On 1 August 2017, the Company announced that the Offer had been closed to acceptances and that it had received valid acceptances to the Offer, representing not less than 90% in value of the Gemfields Shares to which the Offer relates and 90% of the voting rights attaching to such shares and on 8 August 2017 the Company announced that it had posted formal compulsory acquisition notices to Gemfields Shareholders who have not yet accepted the Offer.

As at 17 August 2017, the Company had 1,399,493,028 ordinary shares in issue. The Company also has an interest in 96,276,145 ordinary shares in the Company via Fabergé Conduit Limited ("FCL"), which is controlled equally by Pallinghurst and three other shareholders.

On 13 July 2017, the Company announced the appointments to the Pallinghurst reconstituted board of Directors. The current shareholdings of all Pallinghurst Directors in the share capital of Pallinghurst are as follows:

Director	Position	Direct	Indirect	Total
		interest	interest	interest
Brian Gilbertson¹	Chairman	-	24,261,669	24,261,669
Arne H.	Chief Executive	5,097,129	-	5,097,129
Frandsen¹
Andrew Willis¹ ²	Financial Director	2,446,054	-	2,446,054
Sean Gilbertson¹	Chief Investment	4,748,536	-	4,748,536
	Officer
Priyank	Chief Operating	4,175,536	-	4,175,536
Thapliyal¹	Officer
Dr Christo Wiese	Non-Executive	-	162,593,107	162,593,107
	Director
Martin Tolcher	Independent Non-	-	-	-
	Executive Director
Lumkile Mondi	Independent Non-	-	-	-
	Executive Director
Erich Clarke	Independent Non-	-	-	-
	Executive Director
Kwape Mmela	Independent Non-	-	8,325,334	8,325,334
	Executive Director

¹Brian Gilbertson, Arne H. Frandsen, Andrew Willis, Priyank Thapliyal and Sean Gilbertson together hold all the interests in Pallinghurst (Cayman) Founder L.P. which in turn holds 10,296,964 Pallinghurst shares via Fabergé Conduit Limited.

² Andrew Willis holds an additional interest in Pallinghurst through a Contract for Difference (CFD) over 34,380 shares and not directly in Pallinghurst shares.

As a result of the Offer, Pallinghurst shareholders are advised that the following Directors received interests in Pallinghurst ordinary shares, which are notifiable by virtue of being transactions in Pallinghurst shares by Directors of the Company:

Name of	Details of the transaction
Director/Associate
Dr Christo Wiese	Dr Christo Wiese held 5,944,583 Gemfields shares, which were tendered into
	the Offer during June 2017:
	• 3,100,000 shares in Gemfields indirectly via Myrtledare Corp
	• 2,594,583 shares in Gemfields indirectly via Rivomore Limited
	• 250,000 shares in Gemfields indirectly via CCIJ Investments (Pty) Ltd
	On 17 July 2017, 11,354,154 new Pallinghurst shares, with a total value of
	R39,171,831.30 were issued to settle the above Gemfields shares tendered into
	the Offer.
	The nature of interest is indirect, beneficial.

Andrew Willis	On 14 August 2017 a Gemfields Contract for Difference (CFD) at an exercise
	price of £180 per GBp movement in Gemfields shares was compulsorily
	converted as a result of the Offer into £20.11 per ZAc in Pallinghurst shares.
	The nature of interest is direct, beneficial.

Sean Gilbertson	Sean Gilbertson held a direct beneficial interest in 300,000 Gemfields shares,
	which were tendered into the Offer during July 2017.
	On 17 July 2017, 191,000 new Pallinghurst shares, with a total value of
	R658,950 and on 31 July 2017, 382,000 new Pallinghurst shares, with a total
	value of R1,317,900, altogether totaling R1,976,850 were issued to settle the
	above Gemfields shares tendered into the Offer.
	The nature of interest is direct, beneficial.

Pallinghurst	Brian Gilbertson, Arne H. Frandsen, Andrew Willis, Priyank Thapliyal and
(Cayman)	Sean Gilbertson together hold all the interests in Pallinghurst (Cayman)
Founder L.P.	Founder L.P. which in turn held 5,391,081 Gemfields Shares via Fabergé
	Conduit Limited. These shares were tendered into the Offer during June
	2017.
	On 17 July 2017, 10,296,964 new Pallinghurst shares, with a total value of
	R35,524,525.80 were issued to settle the above Gemfields shares tendered into
	the Offer.
	The nature of interest is indirect, beneficial.

In compliance with paragraphs 3.63 – 3.66 of the JSE Listings Requirements, the following information is disclosed by the Company, unless stated otherwise above:

• The transactions were completed off-market

• The issue price of a Pallinghurst share issued in terms of the Offer was R3.45

• The above transactions occurred pursuant to the Offer on the terms approved by Pallinghurst shareholders and where applicable, the requisite clearance to deal was obtained

Guernsey

17 August 2017

Transaction Sponsor

UBS South Africa (Pty) Ltd

PALLINGHURST RESOURCES LIMITED

(Incorporated in Guernsey)

(Guernsey registration Number: 47656)

(South African external company registration number 2009/012636/10)

Share code on the BSX: PALLRES ISIN: GG00B27Y8Z93

Share code on the JSE: PGL

(‘Pallinghurst’ or the ‘Company’)

BSX Listing Sponsor:

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