Tanzanite One Limited - Requisition of SGM

    Gemfields Resources Plc ("Gemfields")

4 December 2008

 

Tanzanite One Limited ("T1") - Requisition of Special General Meeting ("SGM")

Gemfields announces that on 3 December 2008 it joined with Amarivest Limited
("Amarivest") and Pallinghurst Resources (Guernsey) Ltd ("Pallinghurst") to
requisition a SGM of T1 for the purpose of considering:

 a. the removal of Mr Edward Nealon, Mr Nicholas Sibley and Mr Bernard Olivier
    from their office as directors of T1 with immediate effect; and
   
 b. the re-appointment of Mr Mark Summers and Mr Ian Harebottle as directors of
    T1 with immediate effect. Mr Harebottle is the former CEO of T1 (having
    left T1 in February 2008).
   
Gemfields is taking this action having considered the statement released by
Amarivest on 2 December 2008 (a transcript of which is set out below) which,
among other things, refers to a letter from the South African Reserve Bank
("SARB") stating that the B Share Scheme (as defined below) recently
implemented by the board of T1 (the "T1 Board") be dismantled with immediate
effect and raises concerns regarding corporate governance and the treatment of
T1 shareholders. Gemfields fully supports the views expressed by Amarivest in
the statement below.

Amarivest statement dated 2 December 2008

"Amarivest wishes other T1 shareholders to be aware of the requirement of the
South African Reserve Bank ("SARB") that the B Share Scheme (as defined below)
recently implemented by the board of T1 (the "T1 Board") be dismantled with
immediate effect. Criminal sanctions against T1 group companies and their
directors may result if the T1 Board does not comply with the SARB's
requirements.

Amarivest is the largest shareholder in T1. Shortly after implementation of the
B Share Scheme, Amarivest's representation on the T1 Board was terminated by
the forced removal from the T1 Board of Mr Mark Summers.

Pursuant to the Bye-laws of T1 and Section 74 of the Companies Act 1981 of
Bermuda ("the Act"), Amarivest will imminently requisition the T1 Board to
proceed to convene a SGM of T1, for the purpose of considering:

 c. the removal of Mr Edward Nealon, Mr Nicholas Sibley and Mr Bernard Olivier
    from their office as directors of T1 with immediate effect; and
   
 d. the re-appointment of Mr Mark Summers and Mr Ian Harebottle as directors of
    T1 with immediate effect. Mr Harebottle is the former CEO of T1 (having
    left T1 in February 2008).
   
Amarivest has contacted Gemfields Resources plc ("Gemfields") and Pallinghurst
Resources (Guernsey) Ltd ("Pallinghurst") who have indicated their intention to
join Amarivest in requisitioning the SGM. Together, Amarivest, Gemfields and
Pallinghurst represent 27.6 million T1 shares representing 33.2 per cent. of
the paid up common share capital of T1 and 16.5 per cent. of the enlarged
issued share capital of T1 when aggregated with the new B shares issued by the
T1 Board pursuant to the B Share Scheme (as defined below).

Reasons for requisitioning the SGM

On 21 October 2008, Gemfields announced a tender offer to all T1 shareholders
to purchase up to 30,754,970 T1 common shares of US$0.0003 each ("T1 Shares")
at 42.75 pence per share (the "Tender Offer"). As referred to in Gemfields'
announcement, at 6.59 a.m. on 27 October 2008, the Tender Offer was
oversubscribed by 5,448,249 T1 Shares with 36,203,219 T1 Shares having been
tendered in aggregate. By 10 November 2008, the Tender Offer was oversubscribed
by 8,974,665 T1 Shares with an aggregate of 39,729,635 T1 Shares having been
tendered.

In response to the Tender Offer, on 27 October 2008, T1 announced that it had
issued 83,739,976 nil paid issued and unlisted B shares in T1 to Tanzanite One
Mining Ltd, a wholly owned subsidiary of Tanzanite One (SA) Limited, which is
in turn a wholly owned subsidiary of T1 (the "B Share Scheme"). The new B
shares represent 50.2 per cent. of the enlarged issued voting share capital of
T1.

The B Share scheme prevented the holders of more than 30 million shares from
realising 42.75p per share for their T1 Shares. The T1 Share price has since
fallen to 23.5p per share.

Amarivest is, inter alia, concerned by the following:

 1. In its open letter of 29 October 2008, Gemfields noted that it was in
    possession of two professional opinions stating that it was likely that the
    B Share Scheme contravened South African exchange control regulations.
    Gemfields noted that such a contravention may result in criminal sanctions
    being brought against T1 group companies and their directors, and more
    importantly place T1 Shareholders' interests at risk. In its letter to T1
    Shareholders dated 4 November 2008, T1 said "the T1 board is also satisfied
    that, as announced on 29 October 2008, the issue of the B shares does not
    contravene the exchange control regulations of South Africa".
   
The SARB, in a letter dated 27 November 2008 to Amarivest, concurs that the B
Share Scheme constitutes a "loop structure" in contravention of applicable
regulations. The SARB further notes that T1 failed to seek the requisite
approval to expand the foreign activities of Tanzanite One Mining Limited. The
SARB states that the B Share Scheme should "be dismantled with immediate
effect". A copy of the SARB letter can be viewed on [the Amari Resources
website].

As outlined above, in the face of concerns regarding the legality of the B
Share Scheme, the T1 Board gave a public assurance that the B Share Scheme does
not contravene applicable regulations. The SARB letter suggests otherwise.
Accordingly, Amarivest believes that the handling of the SARB issue raises
fundamental concerns about the competence of the T1 Board.

 2. On 31 October 2008, the T1 Board removed Mr Mark Summers as a T1 Board
    director. Mr Summers, a founding T1 Board member, had raised corporate
    governance and SARB related concerns in a letter to the T1 Board only 4
    days prior to being removed. The T1 Board did not respond to the concerns
    raised by Mr Summers, opting instead to dismiss him.
   
In addition, Mr Summers was one of two remaining independent directors of T1
overseeing the tsavorite transaction (announced on 22 October 2007) whereby
Messrs Nealon and Sibley would receive new T1 Shares in return for selling
certain tsavorite licences to T1. Immediately prior to his dismissal, Mr
Summers had questioned certain aspects of the T1 Board's public stance that all
conditions to the tsavorite transaction had been met. In its open letter dated
25 September 2008, Gemfields also noted its concerns about the tsavorite
transaction (and the T1 Board's failure to remind T1 Shareholders that Mr
Nealon and Mr Sibley were beneficiaries of the transaction).

Mr Summers' removal (and his replacement by Bernard Olivier, who is and has
been employed in a number of businesses associated with Mr Edward Nealon) gives
Amarivest further cause for concern about the standards of corporate governance
at T1.

These concerns regarding corporate governance and the treatment of shareholders
have prompted Amarivest to requisition a SGM at which a motion will be proposed
to allow T1 Shareholders to decide whether the incumbent T1 Board should
continue to lead the company.

Pursuant to T1's Bye-laws and to the Act, T1 must call the meeting forthwith
and provide 21 days' notice thereof.

Amarivest trusts that the T1 Board will now dismantle the B Share Scheme and
allow T1 Shareholders (whose T1 Shares are admitted to trading on AIM) to
decide the destiny of T1.. "

Gemfields calls upon the T1 Board to promptly convene the requisitioned T1 SGM
in accordance with T1's Bye-laws and the Act. T1 Shareholders wishing to
support Gemfields in this action may write to Gemfields at
[e-mail].

Enquiries:

Richard James                          Tel: [phone]              
Gemfields Resources Plc                                                      
                                                                             
Gerard Kisbey-Green/Paul Gray/Avital   Tel: [phone]              
Lobel Investec Bank (UK) Limited                                             
Financial Adviser to Gemfields                                               
                                                                             
Mike Jones/Tarica Mpinga               Tel: [phone]              
Canaccord Adams Ltd                                                          
Nominated Adviser and Joint Broker to Gemfields                                                                    
                                                                             
Gemfields Press Enquiries              Tel: [phone]                          
Charlie Geller/Ed Portman                                                    
Conduit PR                                                                   



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