Acquisition

 

TIDMGOA 
 
RNS Number : 0437I 
Gemstones of Africa Group PLC 
03 March 2010 
 

Gemstones of Africa Group plc 
3 March 2010 
 
 
                          Gemstones of Africa Group plc 
 
            Proposed acquisition of Edenville International Limited 
       Proposed placing of 200,000,000 Ordinary Shares of 0.02 pence each 
                in the capital of the Company at 0.5p per share 
       Approval of the waiver of the obligation to make a mandatory offer 
             under Rule 9 of the City Code on Takeovers and Mergers 
                     Change of name to Edenville Energy Plc 
                        Application for Admission to AIM 
                    Adoption of New Articles of Association 
                                      and 
                            Notice of General Meeting 
                           (together the "Proposals") 
Gemstones of Africa Group Plc (the "Company") has today announced that terms 
have been agreed for the conditional acquisition of Edenville International 
Limited ("Edenville"), which, through its 99.5 per cent. owned subsidiary, 
Edenville Tanzania, is the owner of six prospecting licences in Tanzania with a 
particular focus on uranium and coal (the "Acquisition"). The aggregate 
consideration for the Acquisition is approximately GBP6.9 million to be 
satisfied by the issue and allotment of an aggregate of 1,393,941,536 Ordinary 
Shares (the "Consideration Shares") to Grandinex International Corp and David 
Richardson (the "Vendors"). 
The Acquisition is classified as a reverse take-over pursuant to Rule 14 of the 
AIM Rules for Companies and is therefore conditional, inter alia, on the 
approval of Shareholders at a general meeting. Such approval is being sought at 
the General Meeting (the "GM"). 
The Company has further announced today that it has conditionally raised 
GBP1,000,000 (before expenses) by way of the Placing. The funds from the Placing 
will be used to meet the costs of the Proposals and to provide additional 
working capital for the Enlarged Group. 
As the terms of the Acquisition give rise to certain considerations and 
consequences under the City Code, the Takeover Panel has granted Grandinex, 
being one of the current shareholders of Edenville, and those acting in concert 
with it, a waiver from making a general offer to the existing shareholders of 
the Company. This waiver is subject to Shareholder approval which will be sought 
at the GM. 
At the GM, Shareholders will be asked, amongst other things, to approve the 
proposed change of name of the Company to Edenville Energy plc and the adoption 
of new articles of association (the "New Articles"). 
Certain shareholders of the Company have entered into irrevocable undertakings 
to vote or sign a proxy in favour of the chairman of the GM for the purpose of 
voting thereat, in favour of passing the Resolutions in respect of 944,578,571 
Ordinary Shares beneficially owned by them, representing approximately 67.73 per 
cent. of the issued share capital of the Company. 
Since October 2008, the Company's strategy has been investing, participating in 
joint ventures or acquiring one or more companies or businesses in the natural 
resource sector in Africa (and other geographical areas where considered 
appropriate). On 13 March 2009, the Company entered into a collaboration and 
option agreement leading to a joint venture agreement with Obtala Resources Plc, 
on a group of emerald mining licences in Tanzania. 
On 29 June 2009, the Company set out its intention to identify and pursue a 
suitable acquisition target which would be fitting to the overall strategy of 
developing the Company into a successful natural resources exploration business. 
Set out below are the additional benefits that the Board believes can be derived 
from focusing attention on energy commodities as opposed to gemstones. 
The Company's Ordinary Shares were suspended from trading on AIM on 30 September 
2009, following the Company's failure to implement its original investment 
strategy and the Ordinary Shares remain suspended. Unless the Proposals are 
implemented, pursuant to Rule 41 of the AIM Rules, the London Stock Exchange 
will cancel the admission of the Ordinary Shares to trading on AIM on 31 March 
2010, being six months since the Ordinary Shares were suspended. Successful 
completion of the Proposals prior to 31 March 2010 will avoid a cancellation of 
the listing of the Ordinary Shares. 
The Board is of the opinion that the Acquisition will broaden the Company's 
strategy as set out above, and further believes that energy commodities have a 
broader market appeal than gemstones which should allow greater access to 
development funds. The six prospecting licences held by Edenville Tanzania are 
located in a region displaying viable prospects for both uranium and coal and 
occur in a country where the government's policy for development of the mineral 
sector aims at attracting and enabling the private sector to take the lead in 
exploration mining, development, mineral beneficiation and marketing. 
The Board is confident that there is a shift towards uranium exploration and 
development which is supported by the steady growth in demand, in particular 
from China and India, for energy for the foreseeable future. There are a number 
of nuclear power station construction projects ongoing globally with the World 
Nuclear Association reporting 53 reactors under construction and a further 469 
reactors either planned or proposed for construction. 
The Company will actively manage geological exploration on the licences by 
implementing a phased strategy that will progressively increase the level of 
geological understanding for each licence to facilitate more focused exploration 
and resource development in the longer term. All field work will be conducted by 
citizens of Tanzania under the direct supervision of Edenville Tanzania, who in 
return report directly to the Board of Edenville. 
Initial work will consist of a desk-top review involving the collection, 
collation and re-interpretation of all available historical data, supplemented 
by regional-scale geological reconnaissance mapping and sampling. This will 
define the host geological units for mineralisation and allow for progressively 
more focused and detailed exploration that will potentially lead into a drilling 
campaign and ultimately ore body delineation and subsequent mineral resource 
estimations. 
Edenville is a private limited company registered in the Seychelles and is the 
parent company of Edenville Tanzania, a company registered in Tanzania, which 
has interests in undeveloped uranium and coal prospects in Tanzania. 
Tanzania is the focus for Edenville's initial exploration activities and is a 
country that has seen mining and exploration activity increase significantly 
since the implementation of the Tanzanian Mining Act 1998. This legislation 
introduced a structured and transparent licensing system. As a result, there are 
several new mining projects in development and coming on-stream within the next 
few years as well as a number of large, longstanding, operations. Though there 
are no uranium extractive operations at present, there is currently a good deal 
of exploration for uranium being undertaken, particularly in the southwest and 
Dodoma regions where Edenville's licence areas are located. 
The Matiri South Licence, Matiri North Licence and the Kyela-Rungwe Licence all 
lie within the Mtwara Development Corridor, which is a Spatial Development 
Initiative with the aim of creating an economic growth zone of transborder trade 
and investment, linking Malawi, Mozambique, Tanzania and Zambia. The main 
objective of the Mtwara Development Corridor is to utilise the inherent economic 
and growth potential of the area largely through mining and the exploitation of 
natural resources. As a result, there are a considerable number of joint 
initiatives with the Tanzanian government, particularly in the development of 
coal resources. 
The geological settings of the six prospecting licences are considered to have 
the potential to host uranium mineralisation, three of which also have potential 
to host coal deposits. 
Edenville Tanzania acquired the uranium and coal targeted Matiri South Licence 
in November 2009. This prospecting licence covers an area of 76.65km2 which is 
located in the Mbinga District of Tanzania, approximately 80km west of Songea in 
the southwest of Tanzania, which itself is approximately 1200km from Dar es 
Salaam and 600km from the Zambian border. Links to both Songea and Dar es Salaam 
are provided by major tarmac roads. The Matiri South Licence Area and is 
situated southwest of the Matiri North Licence Area (described below). The 
Matiri South Licence has been granted for all minerals other than building 
materials or gemstones and is effective until 12 November 2012. 
Edenville Tanzania acquired the uranium and coal targeted Matiri North Licence 
in November 2009. This prospecting licence covers an area of 28.50km2 which is 
located in the Mbinga District of Tanzania, approximately 80km west of Songea in 
the southwest of Tanzania. Matiri North is easily accessible from the village of 
Kitai, located on the main Songea to Mbamba Bay gravel road. The road from Kitai 
leads directly to the licence area and runs all the way through it. The Matiri 
North Licence Area and is situated northwest of the Matiri South Licence. The 
Matiri North Licence has been granted for all minerals other than building 
materials or gemstones and is effective until 11 November 2012. 
The Matiri North Licence Area is also prospective for so-called sandstone hosted 
uranium deposits, which typically occur in medium to coarse-grained sandstones 
deposited in a continental fluvial or marginal marine sedimentary environment, 
such as the karoo deposits that occur in the Matiri North Licence Area and 
represent a type of deposit that is currently the focus of much interest in 
Tanzania. 
Both the Matiri South Licence and the Matiri North Licence Areas are currently 
considered the most prospective areas with potential for the occurrence of 
economic uranium mineralisation as well as hosting coal. As mentioned above the 
Matiri North Licence Area is within the favorable karoo host rocks which are 
present on both the Matiri South and Matiri North properties. In addition the 
presence of the Ngaka Coalfield to the north west of the properties indicates 
that there is further potential for coal mineralisation. 
Edenville Tanzania acquired the uranium targeted Kyela-Rungwe Licence in 
September 2009. Located in both the Kyela and Rungwe Districts of Tanzania which 
are approximately 90km south of Mbeya in the southwest of Tanzania. Access to 
the Kyela-Rungwe Licence Area is good, with a tarmac road from the large town of 
Mbeya, located approximately 64km to the north, to Tukuyu from where a gravel 
road leads south to the Kyela-Rungwe Licence. The Kyela-Rungwe Licence Area 
covers approximately 102.70km2. The Kyela-Rungwe Licence has been granted for 
all minerals other than building materials or gemstones and is effective until 5 
May 2011. 
A review of the 1980's regional airborne geophysical survey shows a radiometric 
anomaly covering most of the Kyela-Rungwe Licence Area. This radiometric anomaly 
or feature may be the result of underlying karoo-aged sedimentary units that are 
observed outcropping at surface to the southwest of the Kyela-Rungwe Licence 
Area host the Songwe and Kiwira Coalfield. This suggests the potential for coal 
mineralisation within the karoo-aged rocks, in addition to the primary uranium 
exploration targets. 
Edenville Tanzania acquired the uranium targeted Ikungu Licence in September 
2009. Located in the Singida District of Tanzania, approximately 240km northwest 
of Dodoma, the capital city of Tanzania. Access to the Ikungu Licence Area is 
accessed via a tarmac road that is currently being resurfaced leading from 
Dodoma. The Ikungu Licence Area covers approximately 81.73km2.The Ikungu Licence 
has been granted for all minerals other than building materials or gemstones and 
is effective until 18 March 2012. 
There are calcrete-hosted deposits identified to the south of the Ikunga 
Licence, namely Vannex NL's Manyoni Project, which are comparable to those of 
Australia. The Manyoni Project comprises uranium mineralisation as near surface 
secondary enrichment within a sequence of unconsolidated sediments that are 
associated with several playa lakes. The mineralisation is characterised by an 
upper schrockingerite zone approximately one metre thick overlying a lower 
carnotite zone. 
Edenville Tanzania acquired a 75 per cent. interest with an option to acquire 
the remaining 25 per cent. in the uranium targeted Mwitikila West Licence and 
the Mwitikila East Licence. These prospecting licences have been granted for all 
minerals other than building materials or gemstones and are effective until 18 
March 2012; they cover a continuous area of 308.49km2. Access to the Mwitikila 
West and Mwitikila East Licence Areas is excellent; from Dodoma, to the west, 
the Mwitikila West and Mwitikila East Licence Areas can be accessed  via the 
main Dodoma to Morogoro road from which there is a graded gravel road leading 
towards Handali. The edge of the Mwitikila West Licence Area is reached after 
10km and the road runs directly though both the Mwitikila West and Mwitikila 
East Licence Areas. Notably the railway line between Dodoma and Msagali also 
runs through both these licence areas from the northwest to the southeast. 
Strong airborne radiometric anomalies were identified by the 1980s regional 
airborne survey, conducted by Geosurvey, which associated with favourable 
lithologies, indicates the potential for both the Mwitikila East and West 
Licence Areas to host uranium mineralisation. 
On 3 March 2010 the Company entered into a sale and purchase agreement (the 
"Acquisition Agreement") with the Vendors, pursuant to which the Company has 
conditionally agreed to acquire the entire issued share capital of Edenville. 
The consideration payable by the Company to the Vendors is the issue and 
allotment to the Vendors of the Consideration Shares. Under the terms of the 
Acquisition Agreement, completion of the Acquisition is conditional on the 
following conditions having been either satisfied or waived prior to 31 March 
2010 or such later date as may be agreed between the parties: 
-        the Resolutions having been passed at the GM; 
-        the delivery of legal opinions relating to Grandinex and Edenville; and 
-        the Company having conditionally raised not less than GBP750,000 
pursuant to the Placing. 
If any of the conditions set out above has not been satisfied or waived on or 
before 31 March 2010 or such later date as may be agreed between the parties, 
the Acquisition Agreement shall automatically terminate. In addition, the 
Company may (but is not obliged to) terminate the Acquisition Agreement: 
-        if any steps are taken or application is made for the winding up or 
bankruptcy (as applicable) of the Vendors, Edenville or Edenville Tanzania; 
-        on the occurrence of certain insolvency events in respect of Edenville 
or Edenville Tanzania; or 
-        if either of the Vendors is in breach of certain covenants relating to 
Edenville and Edenville Tanzania in the period between execution of the 
Acquisition Agreement and Completion or if either of the Vendors is in breach of 
any of the warranties; 
-        on the occurrence of a material adverse change relating to either 
Edenville or Edenville Tanzania; or 
-        if either of the Vendors discloses an event, fact, matter or 
circumstance in the period between execution of the Acquisition Agreement and 
Completion that (other than by virtue of it having been disclosed) constitutes a 
material breach of the warranties. 
The Acquisition Agreement contains customary warranties given by the Vendors for 
a transaction of this kind. 
The Directors of the Company as at the date of this announcement are Simon 
Rollason and Rakesh Patel. Simon Rollason is currently Non-Executive Chairman of 
the Company, however he will become Executive Chairman and Mr Patel will become 
an executive director on Admission. It is proposed that Mark Pryor and Sally 
Schofield will join the Board as Chief Executive Officer and a Non Executive 
Director respectively on Admission. 
Simon graduated from the University of the Witwatersrand, South Africa in 1990 
with a B.Sc (Hons) degree in Geology. He has gained 20 years international 
experience working in both mining and geological exploration. During this time, 
Simon has worked in Africa, the Middle East, Central Asia and the Far East with 
both multi-nationals and junior resources companies. Simon has worked on gold, 
nickel, copper, base metals, uranium and gemstone projects, ranging from 
grassroots to producing assets. He has been involved with and managed operations 
that have varied from exploration and evaluation projects to successful 
feasibility studies. Simon moved back to the UK in 2008 to take up the role of 
Managing Director of Obtala Resources Plc, and was appointed to the Board of the 
Company in June 2009. Simon is a Fellow of the Geological Society and a member 
of the Institute of Materials, Minerals and Mining, the Society of Economic 
Geologists and the Society of Mining, Metallurgy and Exploration. 
Rakesh Patel qualified as a chartered certified accountant in 1991. From 1992, 
he led the corporate finance division of Gerald Edelman, chartered accountants, 
dealing with acquisitions, disposals, mergers, private placings and stock market 
flotations. Rakesh was involved in advising on the acquisition of Ryman the 
Stationer and left the firm in 1996 to become group financial controller of 
Chancerealm Limited, a group including Ryman Limited where he was involved in 
the acquisition and integration of Contessa Ladieswear Limited. 
Rakesh returned to Gerald Edelman in 1997 until leaving in March 2003 to join 
Adler Shine LLP, chartered accountants, where he heads the firm's corporate 
finance division. 
Rakesh has acted in over 30 transactions including companies quoted on AIM as 
Reporting Accountant and has also acted as interim or part-time director to a 
number of private and public companies. He is currently chief executive officer 
of The Niche Group plc and non-executive director of Deo Petroleum plc and 
Mountfield Group plc, which are quoted on AIM. Rakesh will have responsibilities 
for the finance function of the Enlarged Group. 
Mark Pryor is an Independent Geological Consultant working with private mining 
and exploration groups, based out of the United Kingdom and holds a B.Sc (Hons) 
degree from the University of Aberdeen. He has 25 years of management experience 
in advanced stage exploration and mine development projects worldwide. He is a 
'Qualified Person' as defined by the Securities Commission and regularly submits 
Independent Technical Reports for companies wishing to list on the Stock 
Exchange as well as Independent Technical Reports and press releases for quoted 
companies. Mark has worked for major and mid-tier mining companies and has many 
contacts within the venture capital sector of the mining industry. Mark has 
extensive global experience having worked in Mexico, EurAsia, China, Southern 
Africa and South America, holding management positions in recognised companies 
in the industry including Placer Dome, Minefinders, Monarch Resources and Anglo 
American. Mark is an associate of SRK (UK) Ltd and is a Fellow of the Geological 
Society, Society of Economic Geologists and is a registered Natural Scientist 
(Pr. Sci. Nat). 
Sally's career has seen her work in commercial, technical and operational 
capacities in geographically and politically diverse regions including 
Kazakhstan, Albania, Central America, Brazil and Chile. She gained early 
exposure to the technical, corporate and investor relations functions of the 
mining business before crossing sectors to work with RMC, now part of CEMEX, the 
global building materials giant. Sally returned to mining in 2003 and became a 
Director of AIM - listed Latitude Resources plc, a company with copper and gold 
assets in Chile. As Chief Operating Officer of that company she relocated to 
Santiago, Chile, in 2006 with direct responsibility for an exploration program 
that developed a portfolio of exploration projects into a saleable asset. Sally 
then worked for a natural resource focused fund identifying potential assets. 
Her business skills have been recognised by several external parties, including 
Management Today, Courvoisier Future 500 and HM The Queen. Sally graduated from 
the Camborne School of Mines with a First Class B. Eng (hons) Industrial Geology 
in 1995, is a Fellow of the Geological Society (FGS) and a professional member 
of IOM3 (MIMMM). 
Javan is a Tanzania - based geologist and the founder and Managing Director of 
Javan Investment Company Limited, a private consultancy based in Dar es Salaam. 
Javan has proven experience in successfully exploring, developing and operating 
Mines in Tanzania, South Africa and Oman. He is mainly focused on uranium, gold, 
copper and diamond projects, with exposure to diverse geological terrains, from 
archaean greenstones through to kimberlitic and alluvial gravel deposits. 
Javan's expertise includes management of exploration, mine teams and programs, 
risk analysis in exploration and development, and extensive knowledge of global 
mineral deposits. He has a wide exposure in mineral resources management, 
exploration targeting and evaluation, ore extraction methods, quality control 
practices and mine planning. 
The Company currently has no trading income and its expenditure relates to costs 
associated with general corporate overheads and the Acquisition. 
Following Admission, the Enlarged Group will have cash resources of 
approximately GBP830,000 after paying expenses of the Placing and Admission. 
The Company proposes to place a total of 200,000,000 Ordinary Shares (the 
"Placing Shares") at the Placing Price to raise GBP1,000,000, before expenses. 
The Placing Shares will represent, in aggregate, approximately 6.69 per cent. of 
the Enlarged Issued Share Capital. The Placing Shares will be issued credited as 
fully paid and will, upon issue, rank pari passu in all respects with the 
Ordinary Shares then in issue, including all rights to receive all dividends and 
other distributions declared, made or paid following Admission. The Placing has 
not been underwritten or guaranteed. 
The Placing is conditional on the passing of the Resolutions at the GM relating 
to the Acquisition and authority to allot Ordinary Shares on or before 31 March 
2010 or such later time as the Company may agree, being not later than 30 April 
2010. 
The funds from the Placing will be used to meet the costs of the Proposals and 
to provide additional working capital for the Enlarged Group. 
It is proposed that the name of the Company be changed to Edenville Energy Plc. 
A special resolution to give effect to this will be proposed at the GM. 
The Takeover Code is administered by the Takeover Panel. The Takeover Code 
applies, inter alia, to all offers for public companies which have their 
registered office in the UK, Channel Islands and the Isle of Man and which are 
considered by the Panel to have their place of central management and control in 
these jurisdictions. Accordingly, Shareholders are entitled to the protections 
afforded by the Takeover Code. 
Under Rule 9 of the Takeover Code, any person who acquires an interest (as 
defined in the Takeover Code) in shares which (taken together with shares in 
which he is already interested and in which persons acting in concert with him 
are interested), carry 30 per cent. or more of the voting rights of a company 
which is subject to the Takeover Code, is normally required to make a general 
offer to all of the remaining shareholders to acquire their shares. 
Similarly, when any person, together with persons acting in concert with him, is 
interested in shares which in aggregate carry not less than 30 per cent. of the 
voting rights of such a company, but does not hold shares carrying more than 50 
per cent. of such voting rights, a general offer will normally be required if 
any further interests in shares, increasing the percentage of shares carrying 
voting rights, are acquired by any such person. 
An offer under Rule 9 must be made in cash and at the highest price paid by the 
person required to make the offer, or any person acting in concert with him, for 
any interest in shares acquired during the 12 months prior to the announcement 
of the offer. 
The members of the Concert Party are deemed to be acting in concert for the 
purposes of the Takeover Code. On Admission, the Concert Party, details of whom 
are set out below, will be interested in 1,528,670,107 Ordinary Shares 
representing approximately 51.16 per cent. of the Company's enlarged issued 
voting capital. 
A table showing the interests in the Company's Ordinary Shares held by the 
members of the Concert Party on Admission is set out below: 
 
                             Number of     Percentage 
                                        Number of      Number of       Number of 
        Ordinary   of the Issued 
                             Existing Ordinary Consideration            Placing 
      Shares at         Enlarged 
                                             Shares            Shares 
Shares     Admission  Share Capital 
Grandinex*                                     - 1,045,456,152 
   - 1,045,456,152            34.99% 
David Richardson                          -    348,485,384 
-    348,485,384            11.66% 
Obtala^                         94,728,571#                      - 
40,000,000    134,728,571              4.51% 
 
                                       94,728,571 1,393,941,536      40,000,000 
1,528,670,107            51.16% 
 
*   Grandinex is wholly owned by Frank Scolaro 
^     Frank Scolaro is executive chairman of Obtala and is a 36.33 per cent. 
shareholder of Obtala 
#    Includes 23,400,000 (0.78 per cent.) in which Obtala has an economic 
interest only by way of a derivative financial instrument with Spreadex Limited 
The Panel has agreed, however, to waive the obligation to make a general offer 
that would otherwise arise as a result of the Proposals, subject to the approval 
of Independent Shareholders. 
Following completion of the Acquisition and formal approval of the other 
Proposals, the members of the Concert Party will be interested in shares 
carrying more than 50 per cent. of the voting rights of the Company and (for as 
long as they continue to be treated as acting in concert) would be able to 
acquire further shares, without incurring an obligation to make an offer to 
shareholders of the Company under Rule 9, although individual members of the 
Concert Party will not be able to increase their percentage interests in shares 
through 30 per cent. or between 30 and 50 per cent. of the voting rights of the 
Company without Panel consent. 
Rakesh Patel, Simon Rollason, Mark Pryor, Sally Schofield, David Richardson, 
Grandinex and Robert Quested have undertaken to the Company and ZAI Corporate 
Finance Limited, subject to certain exceptions in accordance with the AIM Rules 
for Companies and the City Code (including the ability to accept a takeover 
offer for the Company and to give an irrevocable undertaking to accept a 
takeover offer for the Company), not to dispose of or transfer any Ordinary 
Shares in which they are interested for a period of 12 months after Admission. 
Any disposal of Ordinary Shares by the parties subject to these lock-in 
arrangements before the second anniversary of Admission will be made through the 
Company's broker from time to time. The number of Ordinary Shares in issue at 
Admission, which will be subject to such restrictions is 2,017,191,536, 
representing approximately 67.5 per cent. of the Enlarged Issued Share Capital. 
David Richardson and Grandinex's lock-in obligations are contained in the 
Relationship Agreement. 
On Admission the Vendors will hold Ordinary Shares representing approximately 
46.65 per cent. of the Enlarged Issued Share Capital with the Concert Party 
holding 51.16 per cent. 
The Directors are satisfied that the Company is capable of carrying on its 
business independently of the Vendors and that all transactions and 
relationships between the Vendors and the Company are and will continue to be at 
arm's length on commercial terms. 
To ensure that Shareholders are adequately protected in this regard, the Company 
and each of the Vendors and Frank Scolaro have entered into the Relationship 
Agreement under which, inter alia, each of the Vendors and Frank Scolaro has 
agreed that they will not, either alone or with their associates, appoint a 
majority of directors to the board and has further agreed that any arrangements 
and transactions between the Company and the each of the Vendors and Frank 
Scolaro must be approved by the independent directors of the Company. In 
addition, each of the Vendors and Frank Scolaro has agreed that they shall not, 
and that they shall procure that no other person acting in concert with them 
shall, acquire any additional Ordinary Shares, or rights to such shares. 
The Directors and Proposed Directors, having made due and careful enquiry and 
taking into account the proceeds of the Placing and existing cash resources 
available to the Enlarged Group, are of the opinion that the Enlarged Group will 
have sufficient working capital available to it for its present requirements, 
being for at least 12 months from Admission. 
It is proposed that, subject to the Shareholders passing the relevant resolution 
at the GM, the Company will adopt the New Articles with effect from the 
conclusion of the GM. 
Application will be made to the London Stock Exchange for the New Ordinary 
Shares to be admitted to trading on AIM. It is expected that Admission will 
become effective and dealings in the Enlarged Issued Share Capital will commence 
on AIM on 29 March 2010. 
The Company's Ordinary Shares were suspended from trading on AIM on 30 September 
2009, following its failure to implement its investment strategy. Unless the 
Proposals are implemented prior to 31 March 2010, pursuant to Rule 41 of the AIM 
Rules, the London Stock Exchange will cancel the admission of the Ordinary 
Shares to trading on AIM on 31 March 2010, being six months since the Ordinary 
Shares were suspended. 
If the Resolutions are not passed or the Acquisition is not completed by 31 
March 2010, the Existing Ordinary Shares will not continue to be traded on AIM. 
 
Contact 
Rakesh Patel                                      Gemstones of Africa Group Plc 
Executive Director                              020 7099 1940 
 
 
Dugald J Carlean / David Newton       ZAI Corporate Finance Limited 
(Nomad/Broker) 
                                                            020 7060 2220 
 
Simon Clements                                 Merchant John East Securities 
Limited (Rule 3 Adviser) 
                                                            020 7628 2200 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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