Gem Diamonds : 2023 AGM Resolutions

14 June, 2023

GEM DIAMONDS LIMITED

("Gem Diamonds" or 'the Company')

Pursuant to LR 9.6.2.R: Resolutions passed at the Company's Annual General Meeting held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ, on 7th June 2023 at 10:00am, were as follows:-

Passed as Ordinary Resolutions

2. Directors' Remuneration Report

THAT the Directors' Remuneration Report, including the Annual Report on Remuneration and the Remuneration Committee Chair's statement, as included in the Annual Report for the year ended 31 December 2022, be approved.

12. Authority to Allot Shares

THAT, in substitution for any existing authority to allot relevant equity securities, which is hereby revoked, but without prejudice to any allotment of securities made pursuant thereto, the Directors be and are hereby generally and unconditionally authorised for the purposes of Article 3.1 of the Company's Articles of Association to exercise all the powers of the Company to allot shares or to grant rights to subscribe for, or convert, any security into shares up to an aggregate nominal amount of US$464 724 (representing an amount equal to 33.33% of the Company's issued share capital as at 21 April 2023 (the 'Allotment Amount')) during the period commencing on the date of the passing of this ordinary resolution and expiring at the conclusion of the next AGM of the Company, or, if earlier, at the close of business on 30 June 2024 (the 'Allotment Period'), save that the Directors may, before the expiry of such Allotment Period, make offers or enter into agreements which would or might require relevant equity securities to be allotted after such expiry and, notwithstanding such expiry, the Directors may allot relevant equity securities in pursuance of such offers or agreements. Gem Diamonds Limited Notice of Annual General Meeting 3 Special resolution Authority to purchase own shares.

Passed as a Special Resolution

13. Purchase of Own Shares

THAT the Company be and is hereby generally and unconditionally authorized for the purposes of Article 10.1 of the Company's Articles of Association to purchase, redeem or otherwise acquire ordinary shares in the Company, in such manner and upon such terms as the Directors may determine during the period commencing on the date of the passing of this special resolution and expiring at the conclusion of the next Annual General Meeting of the Company held in 2024 or, if earlier, at the close of business on 30 June 2024, unless revoked, renewed or varied during that period, provided that:

a. the maximum aggregate number of ordinary shares authorized to be purchased is 13 941 715 (representing an amount equal to 10% of the Company's issued share capital as at 21 April 2023);

b. the minimum price which may be paid for an ordinary share is US$0.01 per share;

c. the maximum price which may be paid for a share is the higher of:

i. 105% of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List during the five business days immediately prior to the date of purchase; and

ii. an amount equal to the higher of the price of the last independent trade of a share and the highest current independent bid; and

d. this authority shall allow the Company to purchase shares after the expiry of this authority under any agreement made before the expiry of this authority, as if the authority hereby conferred had not expired.

Gem Diamonds Limited

REGISTERED ADDRESS 2ND FLOOR, COASTAL BUILDING, WICKHAMS CAY II, PO BOX 2221, ROAD TOWN, TORTOLA BRITISH VIRGIN ISLANDS, VG1130

LONDON ADDRESS 2 EATON GATE LONDON SW1W 9BJ UNITED KINGDOM

T +44 203 043 0280 F +44 203 043 0281 www.gemdiamonds.com

Reg No: 669758