GGL 2023 Annual Report FINAL

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Annual Report 2023

Contents

1. 0 OVERVIEW 4.0 GOVERNANCE

1.1 Gemfields at a Glance 4 4.1 Directors’ Report 104


1.2 Map of Operations 8 4.2 Corporate Governance Report 108
4.3 Nomination Committee Report 113
1.3 2023 Highlights 10
4.4 Audit Committee Report 114
1.4 Investment Case 12 4.5 Remuneration Committee Report 116
1.5 Chair’s Statement 14
1.6 Chief Executive’s Statement 16 5.0 F I N A N C I A L STAT E M E N TS
1.7 Board of Directors 18
5.1 Consolidated Income Statement  126
1.8 Strategy and Mission 22
5.2 Consolidated Statement of
Comprehensive Income 127
2.0 PERFORMANCE 5.3 Consolidated Statement of
Financial Position  128
2.1 Finance Review 30 5.4 Consolidated Statement of
2.2 Operations Review 38 Cash Flows 129
2.2.1 Zambia 38 5.5 Consolidated Statement of
2.2.2 Mozambique 44 Changes in Equity  130
2.2.3 Fabergé Limited 52 5.6 Notes to the Consolidated
2.2.4 New Projects and Other Assets 54 Financial Statements  132
2.3 Gemstone Resources and 5.7 Independent Auditor’s Report 194
Gemstone Reserves Summary 58
2.4 Marketing and Communications 68 6.0 A D M I N I ST R AT I O N
2.5 Risks and Uncertainties 70
6.1 Shareholder Information 206
3.0 C O R P O R AT E R E S P O N S I B I L I T Y 6.2 Company Details 208

3.1 Corporate Responsibility and ESG Report 80


3.2 2023 ESG Highlights 82
3.3 2023 ESG Disclosures 90
3.4 TCFD/IFRS Foundation Reporting 94
3.5 Gemfields Foundation 100

COVER IMAGE   Fabergé x Gemfields Emerald Earrings surrounded by Gemfields Zambian emeralds and Mozambican rubies
IMAGE LEFT   Responsibly mined rough ruby, Montepuez Ruby Mining, Mozambique
I M AG E    Kagem emerald mine, Zambia
SECTION 1

Overview
1.1 Gemfields at a Glance 4

1.2 Map of Operations 8

1.3 2023 Highlights 10

1.4 Investment Case 12

1.5 Chair’s Statement 14

1.6 Chief Executive’s Statement 16

1.7 Board of Directors 18

1.8 Strategy and Mission 22


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 4

S E C T I O N 1 .1

Gemfields at a Glance
Who we are
Gemfields is a world-leading responsible miner and marketer of coloured gemstones.

Gemfields Group Limited (“Gemfields”, the “Company”, “GGL” or the “Group”) is the
operator and 75% owner of both the Kagem emerald mine (“Kagem”) in Zambia (believed
to be the world’s single largest producing emerald mine) and the Montepuez ruby mine
(“MRM”) in Mozambique (one of the most significant recently discovered ruby deposits
in the world). In addition, Gemfields holds controlling interests in various other gemstone
mining and prospecting licences in Zambia, Mozambique, Ethiopia and Madagascar.

Gemfields’ outright ownership of Fabergé – an iconic and prestigious brand of exceptional


heritage – enables Gemfields to optimise positioning, perception and consumer awareness
of coloured gemstones, advancing the wider group’s ‘mine and market’ vision.

Gemfields has developed a proprietary grading system and a pioneering auction platform
to provide a consistent supply of coloured gemstones to downstream markets, a key
component of Gemfields’ business model, and has played an important role in the growth
of the global coloured gemstone sector.

Gemfields has a primary listing on the Johannesburg Stock Exchange in South Africa and
is quoted on AIM in London

Our mission
Gemfields’ mission is to be the global leader in African emeralds, rubies and sapphires,
promoting transparency, trust and responsible mining, while creating a positive impact
for our host communities and countries

Our strategic objective


Gemfields’ strategic objective is to be the standard for African emeralds, rubies and
sapphires.

More details on Gemfields’ business, mission, strategy and values can be found on pages 22
to 27.

I M AG E    Responsibly mined rough Mozambican rubies


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 5

Our Business Model

Gemfields Assets

Emeralds Rubies Sapphires

Exploration MADAGASCAR
ZAMBIA MOZAMBIQUE
and other locations

Mining KAGEM MRM NONE CURRENTLY

There is NO industry standard


Grading Proprietary grading system for grading coloured gemstones

Auction Innovative auction platform

INDIA THAILAND Gemfields DOES NOT


Cutting cut or polish rough gemstones
and other locations and other locations

Jewellery FABERGÉ OTHER LUXURY BRANDS

End Customers
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 6

Operations overview and key performance indicators (KPIs)


KAGEM MRM FABERGÉ

Focus Mining of rough emeralds Mining of rough rubies Luxury jewellery brand
Deep open-pit mining and Shallow open-pit mining Design and sale
Type of operation
exploration and exploration of jewellery
Locations Zambia Mozambique Worldwide, based in London
Online, concession
Source of revenue Auction and direct sales Auction and direct sales
and wholesale
Two higher-quality /
On occasion, via leading
Typical auction schedule two commercial-quality per Two mixed-quality per year
auction houses
year
Cumulative auction
USD989 million USD1,049 million –
revenues
Total number of auctions 46 21 –
2023 total revenues USD90 million USD151 million USD16 million

% of group revenues1 34% 58% 6%

EBITDA margin 14%2 51% –24%


Estimated coloured ~25% ~50%

gemstone market position global supply of emeralds global supply of rubies
Emerald cutters, mainly found Ruby cutters, mainly found Individuals, globally located,
Customer profile
in India in Thailand purchased as gifts and heirlooms
Gemfields ownership 75% 75% 100%

1 – Other revenue makes up the remaining 2% of total revenue in 2023


2 – Lower than historic Kagem EBITDA margin due to November 2023’s higher-quality emerald auction being withheld

Mining Metrics – 2023


KAGEM MRM FABERGÉ

Stripping ratio 47 5.9 –


Total carats produced 30,153,000 1,279,000 –
Premium carats produced 156,700 62,390 –
% revenue from premium carats (Three-year average) +30% ~70% –
Rock handling cash cost (USD per tonne) 4.11 5.90 –
Current Life-of-Mine 22 years to 2045 6 years to 20291 –

1 – Incorporates the second processing plant at MRM under construction, running at full capacity from second half of 2025. Management is confident that through further
exploration, the Life-of-Mine will be extended in future reports.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 7

Company History
Timetable of Gemfields Group Limited

2009 Kagem Emerald Mine, Zambia – 75% acquired

2013 Montepuez Ruby Mine, Mozambique – 75% incorporated


Gemfields Plc

2013 Fabergé – 100% acquired

2017 Pallinghurst Resources – 49% shareholder of Gemfields plc, converts from a 10-year closed-ended
investment fund to an evergreen operating mining company
Pallinghurst Resources

2017 Pallinghurst Resources – Acquired remaining Gemfields plc shares to own 100%

2017 Pallinghurst Resources – Gemfields plc is delisted from AIM, becomes Gemfields Ltd ( Jan 2018)

2017 Pallinghurst Resources – Board of Gemfields is restructured, Sean Gilbertson becomes CEO and
David Lovett becomes CFO

JUNE 2018 Pallinghurst Resources – Shareholders approve name change to Gemfields Group Limited

FEBRUARY 2020 GGL adds AIM as a secondary listing in the UK

MARCH 2020 Covid-19 pandemic causes Kagem and MRM mines to temporarily close until March 2021
Gemfields Group Limited (“GGL”)

MARCH 2021 Phased re-opening of Kagem and MRM

MAY 2022 Payment of GGL’s first dividend, USD20 million

SEPTEMBER 2022 Payment of GGL’s second dividend, USD15 million

MARCH 2023 Announces record revenues for 2022

MAY 2023 Payment of GGL’s third divided, USD35 million

AUGUST 2023 Contract signed to construct second processing plant at MRM, GGL’s largest ever single investment

OCTOBER 2023 Completion of USD10 million share buy-back, repurchasing ~5% of GGL

MARCH 2024 Release of 2023 Annual Report with a USD10 million dividend announced
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 8

S E C T I O N 1. 2

Map of Operations

KE Y

UNITED STATES
OF AMERICA

O F F I CE MI N E DEVELOPMEN T RETA IL INV ES T M ENT LAS VEGAS 19


A SSET OUTLET HOUSTON
18

E ME R ALD     RU B Y    G OLD

K EY AS S ET S
1 Gemfields Group Limited
Guernsey, Channel Islands, Registered Office

2 Gemfields Limited
London, United Kingdom, Head Office

3 Kagem Mining Limited


Kitwe, Zambia, Mine (emerald)

4 Montepuez Ruby Mining Limitada (MRM)


Montepuez, Mozambique, Mine (ruby)

5 Fabergé (UK) Limited


London, United Kingdom, Head Office

E X P L OR ATI ON / D EVE L O PM E NT A S S E TS O FFI CES 18 Fabergé Inc


6 Megaruma Mining Limitada (MML) 12 Gemfields Limited Houston, USA, By Appointment
Montepuez, Mozambique, Bangkok, Thailand, Office
19 Fabergé Inc
Development Asset (ruby)
13 Gemfields India Pvt Limited Las Vegas, USA, By Appointment
7 Eastern Ruby Mining Limitada (ERM) Jaipur, India, Office
20 Fabergé Inc
Cabo Delgado, Mozambique,
14 Gemfields South Africa (Pty) Limited Macau, China, Retail Outlet
Development Asset (ruby)
Johannesburg, South Africa, Office
21 Fabergé Inc
8 Campos de Joia Limitada (CDJ)
15 Gemfields Mauritius Limited Kyiv, Ukraine, Retail Outlet
Cabo Delgado, Mozambique,
Port Louis, Mauritius, Office
Development Asset (ruby)
INVESTMENTS
9 Nairoto Resources Limitada (NRL)
Mozambique, Development Asset (gold) FA BE R GÉ 22 Sedibelo Resources Limited
16 Fabergé Dubai Guernsey, Channel Islands, Investment
10 Web Gemstone Mining plc (WGM) Dubai, United Arab Emirates, Retail Outlet
Yabelo, Ethiopia, Development Asset (emerald) 23 Sedibelo Resources Limited
17 Fabergé London (due to open in 2024) Bushveld Complex, South Africa,
11 Oriental Mining SARL London, United Kingdom, Retail Outlet Mine (platinum group metals)
Madagascar, Development Asset (gemstones)
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 9

17 2
5
LONDON

UNITED
KINGDOM
KYIV
21
UKRAINE

CHINA

13
20
DUBAI
INDIA MACAU
16
22
1
12
GUERNSEY THAILAND
10
ETHIOPIA

ZAMBIA

3
MAURITIUS
MOZAMBIQUE 11
15

MADAGASCAR

SOUTH
AFRICA

Bushveld 23
22 8 9
Complex

6 4
7
14

SOUTH AFRICA MOZAMBIQUE


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10

S E C T I O N 1. 3

2023 Highlights
FINANCIAL HIGHLIGHTS

REVENUE | 2023: 262 million FREE CASH FLOW 1 | 2023: (29.1 million)

400 120

350 100

80
300
60
250
USD millions

USD millions
40
200
20
150
_

100
(20)
50 (40)

– (60)
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Kagem    MRM    Fabergé    Other 1 – Before working capital adjustment

CASH OPERATING COST 1 | 2023: 154 million CAPITAL EXPENDITURE | 2023: 68 million

160 80

140 70

120 60
USD millions

100
USD millions

50

80 40

60 30

40 20

20 10

– –
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

1 – Mining and Productions Costs and Selling, General and Administrative Expenses (pre-provision) Kagem    MRM   GGL – Total

NET CASH POSITION | DECEMBER 2023: 11.1 million GGL – RETURNS TO SHAREHOLDER S | 2023: 45 million

160 50
140
120
40
100
80
USD millions
USD millions

60 30

40
20 20
_

(20)
10
(40)
(60)
(80) –
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
JUN 2010

JUN 2011

JUN 2012

JUN 2013

JUN 2014

JUN 2015

JUN 2016

JUN 2017

JUN 2018

DEC 2018

JUN 2019

DEC 2019

JUN 2020

DEC 2020

JUN 2021

DEC 2021

JUN 2022

DEC 2022

JUN 2023

DEC 2023

Dividends    Buy-back
Cash    Debt     Net cash/debt   Net cash with auction receivables
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 11

PRODUCTION HIGHLIGHTS
PREMIUM CARATS | 2023: 219 thousand ROCK HANDLING | 2023: 21.9 million

400 25

350
20
300

Millions tonnes
250
15
Thousands

200

150 10

100
5
50

– –
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Kagem    MRM Kagem    MRM

H E A L T H A N D S A F E T Y H I G H L I G H T S ( D A T A F I R S T C O L L E C T E D 2 018 A N D 2 017 R E S P E C T I V E L Y )

LICENCE INTRUSIONS | 2023: 1,810 LOST TIME INJURIES (LTI) | 2023: 7


2,000 16

1,800
14
1,600
12
1,400

1,200 10

1,000 8

800
6
600
4
400

200 2

– –
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Kagem    MRM    Nairoto Kagem    MRM    Nairoto

2023 KEY EVENTS SHARE PRICE – JSE:GML

5.0 5
3
4.5
4
2 11
4.2 6 9
1 7
3.9 8 10 13
15
3.6 12 14
ZAR

3.3

3.0

2.5

2.0
JANUARY FEBRUARY MARCH 2023 APRIL 2023 MAY 2023 JUNE 2023 JULY 2023 AUGUST 2023 SEPTEMBER OCTOBER NOVEMBER DECEMBER
2023 2023 2023 2023 2023 2023

1 31 January Operational Update – 31 December 2022 8 31 July Operational Update – 30 June 2023
2 24 March Annual Results for the 12 months ended 31 December 2022 9 7 August MRM signs second processing plant contract
Emerald auction results – Commercial-quality  uby auction results – Mini commercial-quality
R
3 27 March 10 13 September
(USD21.1 million) (USD1.5 million)
Ex-dividend date in South Africa ahead of payment of 2022 11 13 September November higher-quality emerald auction withdrawn
4 25 April
annual results dividend Emerald auction results – Commercial-quality
Ex-dividend date in UK ahead of payment of 2022 12 18 September
5 27 April (USD25.3 million)
annual results dividend Reviewed Interim Results – For the six months ended
Emerald auction results – Higher-quality 13 22 September
6 2 June 30 June 2023
(USD43.5 million)
14 23 October Completion of Share Buy-back Programme
Ruby auction results – Mixed-quality
7 21 June 15 6 December Ruby auction results – Mixed-quality (USD69.5 million)
(USD80.4 million)
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12

S E C T I O N 1. 4

Investment Case

Gemfields is a unique investment proposition that offers


investors exposure to a global leader in a niche field, with
supportive and growing market trends. Committed to
transparency, Gemfields is providing investors with the
information to make informed decisions in a previously
opaque industry.

There are no other freely investable coloured gemstone


companies of our scale.

U N I Q U E ST R AT E G Y I N A G R OW I N G M A R K E T

As one of the only listed coloured gemstone mining companies


producing at scale, Gemfields allows exposure to the growing
trend towards including colour within jewellery and away from
the ‘traditional’ diamond engagement ring. Each coloured
gemstone is unique, with its own inclusions, allowing individuals
to feel a stronger connection to what they wear.

The Group operates the ‘Mine & Market’ strategy, with direct
exposure to the luxury jewellery market through its wholly-
owned Fabergé business, the iconic luxury jewellery brand, and
another key differentiator.

C O N S I D E R A B L E VA L U E G E N E R AT I O N W I T H
A COMMITMENT TO SHAREHOLDER RETURNS

Gemfields has grown from nearly no revenues in 2009 to selling


over USD2 billion of coloured gemstones at auction to the end
of 2023. 100% of auction revenue is repatriated to the host
country, with approximately a fifth of revenue paid in taxes,
royalties and dividends, driving considerable value to the
Zambian and Mozambican governments.

Gemfields’ financial performance has strengthened under the


current management, and has allowed regular dividends to be

IMAGE  Fabergé x Game of Thrones White and Rose Gold Ruby and Diamond Dragon Skeleton Wrap Ring featuring a Gemfields Mozambican ruby
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13

returned to shareholders since 2022, alongside completion of E M E R A L D O R R U B Y I N A H AYSTA C K


two share buy-backs of USD10 million in 2023 and
USD14.4 million in 2019. Including the upcoming annual Emeralds and rubies are incredibly rare, which leads to their
dividend, a total of USD90 million will have been returned over enduring attractiveness and maintains their value. Sources of both
the last 3 years. This commitment to returning capital focuses coloured gemstones are scarce on a global basis with the historic
the business and is built into the budgeting process, subject to sources (Colombia for emeralds, Myanmar for rubies) no longer
market conditions. dominating supply.

W O R L D - C L ASS O P E R AT I O N S In 2023:
• ~14 million tonnes of rock were handled to produce
Gemfields is the operator and 75% owner of both the Kagem 31.3 kilograms of premium emeralds. Over 30% of Kagem
emerald mine in Zambia (believed to be the world’s single largest revenue comes from premium emeralds.
producing emerald mine) and the Montepuez ruby mine in • ~8 million tonnes of rock were handled to produce
Mozambique (one of the most significant recently discovered 12.5 kilograms of premium rubies. Approximately 70% of
ruby deposits in the world). MRM revenue comes from premium rubies.

Gemfields produces approximately 25% of the global supply of R I S K F R O M L A B-G R OW N G E M STO N E S?


rough emeralds and approximately 50% of the global supply of
rubies. Lab-grown or synthetic emeralds and rubies have been in
existence since the late 1800s. Through the ‘Verneuil method’
Luxury brands and their customers are increasingly challenging synthetic rubies were first developed in 1883. This long-
the processes followed to mine coloured gemstones. This may established process has resulted in a complete bifurcation between
result in luxury brands choosing not to use or buy coloured natural and lab-grown emeralds and rubies, with wildly different
gemstones from specific producers if they can’t demonstrate prices reflecting this disconnect.
their corporate responsibility credentials, and may increase
Gemfields’ share of the market. Gemfields actively welcomes Natural coloured gemstones are commonly treated, via fracture
supply chain audits, another distinguishing factor. filling, heating and/or coating, which also provides an affordable
alternative for consumers and diminishes the need for a
synthetic equivalent.

KAGEM The value remains in the natural and mined rough emeralds and
rubies that Gemfields produces.

25% U N TA P P E D R E S O U R C E

global supply Gemfields’ vast-scale licence areas provide the Group with
of rough considerable potential for further exploration. Management
has a strong expectation that both Kagem and MRM’s existing
emeralds life-of-mines will be upgraded in the future.

As a comparison, MRM with its 350 square kilometre licence area


is almost six times the size of Manhattan and 100 times the size of
MRM
the City of London’s Square Mile.

50% Opportunities also lie in the Group’s development assets,


with active exploration in further ruby licences in Mozambique,
global supply a gold exploration project in the same region and a strong
ambition to expand into Madagascar, often nicknamed ‘Gemstone
of rough Treasure Island’.
rubies
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14

S E C T I O N 1. 5

Chair’s Statement

INTRODUCTION The Group’s values of transparency, legitimacy and integrity are


ingrained across the business and underpin how Environmental,
The coloured gemstone market continues to go from strength to Social and Governance (“ESG”) issues are approached. In 2023,
strength, with Gemfields perfectly positioned by operating two the Group established an extensive set of ESG KPIs to assess its
world-class and market-leading mines, with Kagem, the emerald performance pursuant to the Group’s ESG Strategy Framework.
mine in Zambia and MRM, the ruby mine in Mozambique. Prices This will be developed further in 2024 with the ambition of
paid at auction for the rough coloured gemstones sold by the linking ESG performance to employee incentives.
Group have once again reached new record levels.
To demonstrate the Group’s commitment to ESG and human
Operationally, 2023 has been a mixed year. Following the record rights in gemstone mining, Gemfields is working towards
revenue generation in 2022, the Group is in a position to invest certification from the Initiative for Responsible Mining Assurance
strongly across the Group for future growth, and in particular (“IRMA”) for both Kagem in Zambia and MRM in Mozambique.
signing the contract to construct a second processing plant at MRM. This brings together a considerable amount of the ongoing work
Although the production of premium emeralds and rubies was within the communities the Group operates in and ensures the
weaker in parts of the year and resulted in November 2023’s higher- long-term trackability of such processes and progress.
quality emerald auction being withdrawn, a record level of rock
handling was achieved across both mines. The Group is only able to A solar-plant procurement project is ongoing at MRM to support
produce what is available from the ground with natural variability of the power requirements of the second processing plant that is
coloured gemstones in both quality and quantity. It is anticipated under construction and reduce the reliance on the local electricity
that a full schedule of auctions will be run in 2024 as production is grid and diesel generators.
expected to improve at both mines based on historic trends.
See further details on Gemfields’ ESG strategy and KPIs on pages 80
The health and safety of employees and contractors remains the to 89.
Group’s highest priority. The insurgency in northern Mozambique
continues to be a concern for colleagues both in the region and BOARD ACTIVITIES AND SHAREHOLDER
across the Group. There does not seem to be an end in sight, but ENGAGEMENT
there were positive signs of more stability during 2023 and the
Group strongly hopes this will continue with support from the At the Group’s Annual General Meeting (“AGM”), held in June
Mozambican army and other forces in the region. 2023, shareholders approved all of the resolutions proposed by
the Board, including the remuneration policy set out in the 2022
C O R P O R AT E R E S P O N S I B I L I T Y A N D E S G E M B E D D E D Annual Report and a new Long Term Incentive Plan (“LTIP”).
AT T H E H E A R T O F G E M F I E L D S This support of the LTIP scheme is an indication of the maturity
of the Company and the closer alignment between shareholder
Gemfields’ focus is on delivering positive benefits in Africa interests and performance incentives for the Group’s employees.
through gemstones, seeking to improve the coloured gemstone
supply chain and, in doing so, return more value to the host
countries it operates in, primarily Zambia and Mozambique.
In this way, Gemfields aims to set the standard for African
emeralds, rubies and sapphires. IMAG E    Martin Tolcher, Chair of Gemfields Group Limited
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15

2024 is expected to see a number of changes on the Board. Carel C A P I TA L R E T U R N S


Malan has informed the Board that from 1 April he will no longer
be deemed as independent, taking a permanent role at Ore & In 2023, the Group returned USD35 million of capital to
Metal Company Limited, a subsidiary of Assore Holdings. shareholders through its annual dividend. The Group also
Accordingly, Mary Reilly will assume the role of Chair of the completed a USD10 million share buy-back scheme, buying back
Audit Committee, effective 1 April 2024. approximately 5% of the business at what the Board deems to be
attractive prices with a volume weighted average price of
As stated in last year’s Notice of AGM, Lumkile Mondi and I ZAR3.1739. Although the share price has been lower than this for
have entered our final terms in office on the Board. To ensure a a number of months, the Board continues to view the business as
smooth transition, a broad search for both a new independent heavily undervalued, especially considering the Group’s strong
Chair and a Lead Independent Director is well under way. I look revenues and growth potential, and considerably below its current
forward to updating shareholders when there is further news. Net Asset Value.

ST R AT E G I C A N D F I N A N C I A L P E R F O R M A N C E As a reflection of its confidence in the ongoing strength of


Gemfields, the Board has approved a new annual dividend of
Kagem, MRM and Fabergé achieved solid results in 2023. USD10 million, continuing its commitment towards capital
The Group’s auction revenue from the sale of rough emeralds and returns. The merits of further share buy-backs will also be kept
rubies was the second-highest on record, despite one fewer higher- under review.
quality emerald auction than normal. Total revenue for the Group
was USD262 million, down 23% from 2022 but higher than all See further details on Gemfields’ capital allocation priorities and
other years and 47% up on the 2013–22 average. The Group’s dividend policy in the Finance Review from page 37.
financial performance was impacted in the year by the withdrawal of
November 2023’s higher-quality emerald auction and an unrealised OUTLOOK
write-down of Gemfields’ non-core 6.54% equity holding in
Sedibelo Resources, the platinum group metals mining company. Looking towards the upcoming months and years, the Board is
confident that the Group’s excellent work will continue and drive
Fabergé’s path to self-sufficiency continued with no direct positive growth for all stakeholders. Working with a natural
funding required from Gemfields for the first time since its product, there will be variation in both the quality and quantity
acquisition in 2013. of the coloured gemstones that the Group produces and the prices
paid for the rough gemstones.
2023 saw the Group’s largest capital investment with the
construction of a second processing plant at MRM The considerable investments the Group has made, and is
commencing. The estimated cost of USD70 million is due to continuing to make, will result in a weaker cash flow within the
be funded in part by the business’ cash resources and in-country financial results for this coming year, but the Board is confident
debt, with the first payments made in 2023 and planned to that they will drive strong returns and position the business for
continue into 2025. Eight months since the start of the project, growth in the years to come.
good progress is being made, with the project effectively on
budget and on time, and with a targeted completion date in the Finally, as ever, I would like to thank my fellow Board members
first half of 2025. The increased processing capacity, from and all colleagues throughout the Group for their commitment
200 tonnes per hour to 600 tonnes per hour, will be and effort across 2023 and going forward as we build a stronger
transformative to MRM and the Group. Investment across coloured gemstone industry and a stronger Gemfields, for the
Kagem and MRM is also heightened after a number of years of benefit of all.
lower capital expenditure to place the Group in a strong
position to grow for the foreseeable future.

See further details on Gemfields’ financial performance in the Martin Tolcher


Finance Review from pages 30 to 37. Chair of Gemfields Group Limited
21 March 2024
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16

S E C T I O N 1. 6

Chief Executive’s Statement

20 23 I N R E V I E W through coloured gemstones and unlocking resources that


otherwise may only benefit the few, rather than the many.
Gemfields had a year of both achievements and challenges in
2023. The Group recorded its second highest annual revenues It is remarkable that, as evidenced by our G-Factor initiative, over
and saw healthy prices paid at our auctions of rough emeralds and the life of operating our Kagem and MRM mines, we have
rubies. Production of gemstones in the premium quality category returned a fifth of our revenue – not profit, but revenue –
has been weaker at both Kagem and MRM when compared with respectively to our host governments. As we reached the ground-
2022 and resulted in one auction of higher quality emeralds being breaking threshold of having sold over USD2 billion of coloured
withdrawn from our schedule in November 2023, negatively gemstones through our auctions to the end of 2023, this has
affecting our results for 2023. resulted in over USD450 million paid back to the Zambian and
Mozambican governments through direct tax, royalties, dividends
2023 also saw the start of a period of considerable investment and levies.
across the Group spurred by the position of financial strength
prevailing at the end of 2022. We believe that the short-term Then there is also the value provided back to our local
impact of these investments on our financial performance and communities in terms of jobs, stability, health improvements and
position will lead to a stronger and expanded business, particularly skills development. We adhere to clear principles and standards
at MRM, where construction of a second processing plant – that advance social and environmental goals through our
tripling our throughput capacity – is well underway. approach to Corporate Responsibility.

See further details on Gemfields’ financial performance in the See further details on Gemfields’ Corporate Responsibility and 2023
Finance Review from pages 30 to 37. review on pages 80 to 101.

A WORLD-LEADING RESPONSIBLE MINER AND O U R O P E R AT I O N S


M A R K E T E R O F G E M STO N E S
Kagem Mining
Our strategy is to be the world-leading responsible miner and
marketer of coloured gemstones. We are unique in both the scale Zambian emeralds are rightly being recognised globally for their
of our coloured gemstone mines and our proprietary grading beauty, with country of origin for some sizes of our emeralds now
system, which bring predictability and transparency to our direct irrelevant in terms of price paid. Historically, Colombian
customers (worldwide cutters and polishers of emeralds and emeralds have demanded a premium over Zambian emeralds.
rubies), and ultimately across the entire life-cycle of a coloured However this inequality has been narrowing in recent years and
gemstone, from mine to market and to end consumers. in 2023, showed that it was beginning to equalise.

O U R A P P R OAC H TO C O R P O R AT E R E S P O N S I B I L I T Y Through our auction of rough emeralds, Kagem generated good


auction revenues of USD90 million in 2023, including our largest
We recognise the importance of working closely with our host- ever revenue-earning auction of Zambian emeralds in June 2023.
country governments and the local communities we operate in.
They gain considerable value through our actions and we are
proud of how we focus on delivering positive benefits in Africa IMAG E    Sean Gilbertson, Chief Executive Officer
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 17

This total is down from our remarkable USD149 million of revenue Development Assets
in 2022, as weaker production of premium emeralds resulted in
management making the commercial decision to withdraw a higher- Beyond our three key assets above, we have exciting opportunities
quality auction from the November 2023 schedule, to ensure we that, in time, should add to our revenue and growth.
only bring world-class offerings to our customers.
We are investing in our ruby development projects near
Production has continued to be weaker against the historic trend. Montepuez, besides MRM, with expanding exploration and
However we have seen improvements in more recent times and processing activities.
our ongoing investment strategy is starting to bear fruit. We are
particularly excited to see the completion of our processing plant Madagascar is a country of great coloured gemstone interest and
improvements in the near term, which should increase processing we aim to establish a more material presence there by assessing
capacity at Kagem from an average of 50 tonnes per hour to possible acquisitions.
75 tonnes per hour and removing a production bottle-neck.
Our Nairoto gold project in northern Mozambique lies outside of
Natural variability in quantity and quality is to be expected when our core focus on coloured gemstones. However it is showing
mining an earth-born product and management has confidence interesting signs of anomalous gold deposits. Our exploration is
that production will return to previous levels. still relatively limited in a vast licence area, but recent drilling
results, externally assessed by SRK Exploration Ltd (“SRK EX”),
Montepuez Ruby Mining (“MRM”) are exhibiting promise that merits further exploration. We aim to
provide an initial inferred gold resource at one of our target areas
Gemfields’ support for ruby mining in Mozambique was evident in the coming months and to progress towards an indicated
in 2023 as we embarked on our single-largest ever investment, the resource by the end of the year, while continuing exploration at
construction of a second processing plant at MRM. Once other areas of focus.
completed – anticipated in the first half of 2025 – the project will
be truly transformative for both MRM and the entire Group. It is OUTLOOK
currently on schedule and on budget in all material respects.
2024 will continue to see considerable investment across our
Working in the region is not without its difficulties. The presence mining and development operations. Our colleagues are hard at
of illegal miners and the nearby insurgency is of considerable work to optimise the value of these investments.
concern and our primary focus remains the health and safety of
our colleagues in northern Mozambique and across the globe. We continue our commitment to return capital to shareholders,
The support from local and expatriate armed forces certainly with a smaller USD 10 million dividend payable in June 2024.
resulted in a calmer and more positive environment through most
of 2023. However there have been more flashpoints in early 2024 The market for coloured gemstones can and does shift from year
and we remain on high alert. to year. While prices for our emeralds and rubies remain healthy,
they are certainly down on the remarkable figures we saw in 2022.
Despite these external factors, MRM achieved a remarkable We are convinced that we have the right strategy and will continue
USD151 million of revenue in 2023 through our two regular our efforts of raising the profile and attractiveness of coloured
mixed-quality auctions and one small commercial-quality gemstones on a global basis.
auction. This is down slightly on 2022 but saw prices paid for our
rough rubies reach new highs across a range of sizes and grades. Our sincere thanks goes to our team members globally, to our
host governments, our business partners, our customers and our
Fabergé shareholders for their ongoing support. 2024’s financial results
will naturally be impacted by the scale of the investments we are
Fabergé, the iconic luxury jewellery brand, required no direct making, but there is much to be excited about in the coming years
funding from Gemfields for the first time since it was acquired in across Gemfields’ unique business.
2013. Revenue achieved was USD15.7 million for 2023, down from
USD17.6 million in the previous year, in a softer luxury market.
Sean Gilbertson
Fabergé continues to pursue organic growth in order to establish Chief Executive Officer
a sustainably profitable business. 21 March 2024
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18

S E C T I O N 1. 7

Board of Directors

Martin Tolcher (60) Sean Gilbertson (51)


CHARTERED FCSI BSC (MINING ENGINEERING)

Non-Executive Chair Chief Executive Officer − Executive Director

Martin Tolcher has been involved in the fund administration Sean Gilbertson graduated as a mining engineer from Wits
industry in Guernsey for over 30 years. Mr Tolcher has worked at University in South Africa, having spent time in the country’s deep-
senior levels for three Guernsey subsidiaries of Bermudan and level gold and platinum mines. Mr Gilbertson worked as a project
Canadian international banks, gaining considerable experience in financier for Deutsche Bank in Frankfurt and London, specialising
a wide variety of offshore fund and private equity structures. in independent power projects and public–private partnerships.

Mr Tolcher joined Legis Fund Services Limited in 2005 and was In 1998 Mr Gilbertson co-founded globalCOAL, a company that
appointed Managing Director at the beginning of 2007, a played a central role in the commoditisation of the thermal coal
position he held until the end of 2010. He remained a director of industry, and was appointed Chief Executive Officer (“CEO”) in
that company until September 2011. Since November 2011, 2001 when the business was acquired by industry players, including
Mr Tolcher has been self-employed as an independent Non- Anglo American plc, BHP Billiton plc, Glencore International AG
Executive Director and holds directorships within a number of and Rio Tinto plc. He was also co-founder of the pioneering
other fund structures domiciled in Guernsey, including a number Spectron eMetals trading platform for category I and II members of
listed on the London Stock Exchange and the International Stock the London Metals Exchange.
Exchange. Mr Tolcher is a Chartered Fellow of the Chartered
Institute for Securities and Investment. Mr Gilbertson was a co-founder of the Pallinghurst Group in 2005
and bore responsibility for Pallinghurst’s coloured gemstone strategy
Mr Tolcher is a British citizen and is a resident of Guernsey. from 2006 to 2017. After the unbundling of the Pallinghurst Group
in 2017/2018, Mr Gilbertson was appointed CEO of Gemfields
Group Limited on 31 March 2018 and remains CEO of Gemfields
Limited, Fabergé Limited and Kagem Mining Limited, on whose
boards he has served for more than a decade.

Mr Gilbertson is a British and South African citizen.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19

David Lovett (41) Lumkile Mondi (61)


BCOM (ECONOMICS & MARKETING), ACA BCOM (HONS) IN ECONOMICS, MA (ECONOMICS)

Chief Financial Officer – Executive Director Lead Independent Non-Executive Director


Chair of the Nomination Committee
Member of the Audit and Remuneration Committees

David Lovett graduated from Birmingham University’s Business Lumkile Mondi is a senior lecturer at the School of Economics
School in 2005 with a Bachelor of Commerce focused on and Business Science of the University of the Witwatersrand in
Economics and Marketing. He then joined Grant Thornton in Johannesburg, South Africa. Mr Mondi is a strategist, an
the UK, working across advisory and tax services and becoming a economist and a leader. He has worked extensively on the African
chartered accountant with the Institute of Chartered Accountants continent, undertaking his responsibilities at the Industrial
in England and Wales (“ICAEW”). Development Corporation (“IDC”), where he was an executive
for 11 years. He is also the chairman of Thelo Rolling Stock
Mr Lovett joined Gemfields’ finance team in 2008. He has acted Leasing and a non-executive director of Sedibelo Platinum Mines
as a senior financial manager across a number of Gemfields’ Limited. He previously served on the board of ArcelorMittal
operating subsidiaries during his 16-year tenure and has a South Africa.
thorough understanding of the Group’s activities, including
Fabergé. Mr Lovett is a director of Gemfields and Fabergé, as well Mr Mondi has more than 20 years of postgraduate experience and
as various related companies. over eight years working in financial markets in interest rate
derivatives and asset and liability management. Mr Mondi is also
Mr Lovett is a British citizen. involved in the Brazil, Russia, India, China, South Africa
(“BRICS”) think tanks on institutional strengthening and
coordination. He has presented at and participated in various
conferences worldwide, including the United Nations, the World
Bank, the Brazilian Development Bank and the Organisation for
Economic Co-operation and Development (“OECD”).

Mr Mondi is a South African citizen.


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 20

Carel Malan (38) Kwape Mmela (53)


C H A R T E R E D AC C O U N TA N T ( S O U T H A F R I C A ) LLB, MPHIL (BUSINESS RESEARCH)

Non-Executive Director (Non-Independent from 1 April 2024) Independent Non-Executive Director


Chair of the Audit Committee (until 1 April 2024) Chair of the Remuneration Committee
Member of the Nomination Committee Member of the Nomination Committee

Carel Malan started his career at Ernst & Young where he received Kwape Mmela is the founder and chairman of ShepherdTree
his first exposure to the mining industry. After three years with Holdings Ltd and Hlamogolo Capital (Pty) Ltd, which are his
the firm in Gauteng, he requested a transfer to Bermuda, where family investment vehicles.
he spent a further year.
He has more than 20 years’ experience in both public and private
Mr Malan joined Tshipi in January 2012 and was appointed sectors in South Africa, including stints with the Constitutional
Chief Financial Officer (“CFO”) in May 2014. In October 2015, Assembly during the drafting of South Africa’s post-apartheid
Mr Malan resigned from Tshipi to pursue other interests. Constitution and with the Land Claims Commission to address
However, his interest in mining and his in-depth knowledge and past land dispossessions. He served as a director of Sedibelo
experience of Tshipi’s business model brought him back to the Platinum Mines Limited for almost ten years. In 2005
company, where he was reappointed as CFO. He was part of the Mr Mmela established the Moepi Group (Pty) Ltd, which
executive team growing the Tshipi asset to become the largest eventually became the Black Economic Empowerment partner of
exporter of manganese ore from South Africa. In 2018, he was Sedibelo Platinum Mines.
part of the team that listed Jupiter Mines on the Australian
Securities Exchange (“ASX”) in what was flagged as the biggest Mr Mmela is a South African citizen.
IPO in the last decade on the ASX.

At the Company’s Board meeting on 21 March 2024, Carel Malan


confirmed that his one-year role at Ore & Metal Company
Limited, a 100% subsidiary of Assore Holding, is due to become
permanent from 1 April 2024. As Assore International Holding
Limited (that owns 29.2% in Gemfields) is also a 100% subsidiary
of Assore Holding, it has been deemed that, from 1 April 2024,
Mr Malan will no longer be classed as an independent member of
the Gemfields Board. As a non-independent, he will step down
from his role as Chair of the Audit Committee from the same date.

Mr Malan is a South African citizen.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 21

Mary Reilly (70) Patrick Sacco (46)


B A (H I STO RY), AC A, F C A BA (INDUS PSYCH), MA (MARKETING)

Independent Non-Executive Director Non-Executive Director


Chair of the Audit Committee ( from 1 April 2024) Member of the Remuneration Committee
Member of the Audit and Remuneration Committees
Chair of the Risk Council

Mary Reilly has over 30 years’ international experience as a Patrick Sacco joined the Assore group in 2003 after completing a
chartered accountant and was a partner in Deloitte, working master’s degree at the University of Colorado (USA). He was
across various sectors and disciplines including luxury retail, appointed as a Director of Ore & Metal, the selling and
manufacturing, business services, financial services, corporate marketing agent for all of Assmang Ltd’s products in 2007, and is
governance and the public sector. Since retiring from Deloitte, currently its Chairman. From 1 January 2019, Mr Sacco was
Ms Reilly has had a varied and interesting portfolio of non- appointed as the Deputy CEO for Assore Holdings. From July
executive directorships where she has chaired several Audit and 2023, Mr Sacco was appointed as Executive Chairman.
Risk Committees. Her current roles are Mitie plc, a prominent
facilities management and professional services company; Mr Sacco was appointed director of Assmang Ltd in 2008 and
Essentra plc, a global FTSE 250 company and a leading provider Assore in 2016, and is on the board of Oresteel Proprietary
of essential components and solutions; and Cazoo Group Limited, the ultimate holding company of Assore Holdings. In
Limited, a NYSE-listed company. 2016, Mr Sacco was appointed Chairman of Cato Ridge Alloys
Ltd, a 50% owned subsidiary of Assmang Ltd, producing
Among her charitable interests, Ms Reilly is a Trustee of the Medium Carbon Ferro Manganese. From January 2021, Mr
People’s Dispensary for Sick Animals (“PDSA”). Sacco was appointed as the Chairman of MARA, the REACH
Manganese Consortium, and has been Chairman of the
Ms Reilly’s past appointments include chairing the London International Manganese Institute since July 2020.
Development Agency, the CBI London Regional Council and
the Finance and Audit Committee of London 2012, the
Mr Sacco is a South African citizen.
organisation that brought the Olympics to London.

Ms Reilly is due to become Chair of the Audit Committee from


1 April 2024, as Carel Malan would no longer be able to be Chair
or be a member of the Committee, as he will no longer be deemed
as independent.

Ms Reilly is a British and Irish citizen.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 22

S E C T I O N 1. 8

Strategy and Mission

Who we are
Gemfields is a world-leading responsible miner and marketer of coloured gemstones.

This statement can be broken down into three parts:

Responsible ‘Responsible’ – Increasingly, end customers and luxury brands are not simply asking
where coloured gemstones are from – they are looking for suppliers to match their
standards and principles, and work in the best interests of the communities and
livelihoods involved.

More details on what ‘Responsible’ means to Gemfields can be found on


page 24.

Miner and Marketer ‘Miner and Marketer’ – We mine Zambian emeralds and Mozambican rubies at
their primary formation sites, and grade and sort them before selling the rough
gemstones at auction. We are able to provide a consistent supply of emeralds and
rubies and, together with our marketing efforts and our luxury brand (Fabergé), we
work to increase the attractiveness of coloured gemstones.

More details on what ‘Miner and Marketer’ means to Gemfields can be found on
page 25.

Coloured Gemstones ‘Coloured Gemstones’ – We specialise in emeralds from Zambia and rubies from
Mozambique, with an ambition to find or access a sapphires deposit. Our proprietary
grading system and scale of mines allows consistent supply to support a
growing market.

More details on ‘Coloured Gemstones’ and their history can be found on page 27.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 23

Our mission
Gemfields’ mission is to be the global leader in African emeralds, rubies and sapphires, promoting transparency,
trust and responsible mining, while creating a positive impact for our host communities and countries.

Corporate responsibility is embedded within who we are as a business, our mission and our strategy.

More details on our approach and strategy for Corporate Responsibility can be found on pages 80 and 89.

Our strategy
Gemfields’ strategic objective is to be the standard for African emeralds, rubies and sapphires.

Gemfields delivers value to its stakeholders through the following four areas of focus:

Responsible Mining Consistent Supply African Partner of Choice Mine and Market
Approach to ESG Scale of mines G-Factor for Marketing of
Listed company Proprietary grading system Natural Resources coloured gemstones
accountability Partnership with Owner of iconic luxury
Transparent auctions governments brand Fabergé

IMAGE  Proprietary grading system, Kagem Mining, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 24

Responsible mining

 uxury brands and end customers purchasing luxury goods are increasingly demanding to understand the source and processes followed
L
to bring products to market. This is to ensure their values match with the companies involved in the supply of the products, and often
requires high levels of accountability and strong governance.

How is this a differentiating advantage for Gemfields?

Responsible mining for Gemfields means implementing industry-leading policies and practices across operations, transparency in our
auction sales process, an active role in working groups to modernise the sector, projects to improve health, education and livelihoods for
the communities around our mines and conservation efforts to protect Africa’s great wildlife and biodiversity.

As a listed company on the Johannesburg Stock Exchange in South Africa and quoted on AIM in the UK, Gemfields has a responsibility
to its shareholders, listing venues, regulators, auditors and advisors to follow strong standards of governance. Gemfields sees membership
with industry bodies such as the Initiative for Responsible Mining Assurance (“IRMA”) as important milestones and is increasingly
being audited or reviewed by luxury brands that use Gemfields gemstones in their products.

More details on luxury brand audits and the process for IRMA membership can be found on pages 13 and 88.

How do we go about responsible mining?

Mining Community
Safety First
Responsibly Engagement

Wildlife Environmental
Legacies
Conservation Protection

Auctions and Industry Fabergé and


Tax Transparency Initiatives Marketing

Details on each of these steps for our approach to responsible mining can be found on our website at: www.gemfields.com/sustainability/our-approach/.

Consistent supply
 hen creating jewellery, luxury brands have to balance the demand from end customers with the availability of the raw materials
W
required. If there is no reliable supply of raw materials, luxury brands are less likely to use such materials because of the sunk costs
involved in designing and marketing, as well as the lead time required to bring products to market.

The jewellery industry has no established standards for coloured gemstones, which has been exacerbated by centuries of inconsistent
supply and the fact that each gemstone is unique – demonstrating characteristics that can have a dramatic effect on value.

How is this a differentiating advantage for Gemfields?

Gemfields solves this issue with our unique and proprietary grading system. By combining this system with our world-class mines, Kagem and
MRM, which operate at scale, customers can be confident that they have access to similarly graded rough coloured gemstones consistently over time.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 25

African partner of choice

 oloured gemstone or precious metal deposits are often at risk of losing the economic value of their natural resources through illicit
C
exportation by either unorganised artisanal mining or companies with limited governmental oversight. Alongside the economic loss,
this style of mining often leads to negative impacts on society and the environment.

How is this a differentiating advantage for Gemfields?

Gemfields believes it is vital to have a strong relationship with local governments and the communities in which it operates. Countries
of origin receive full tax payments based on the transparently reported revenues at full gemstone value, with both Kagem and MRM
25% owned by the local government or local partners.

To show this value, Gemfields have developed the ‘G-Factor for Natural Resources’, a measure promoting greater transparency regarding the
level of natural resource wealth shared with the governments of host countries, whether from the mining, oil, gas, timber or fishing sectors.

For future coloured gemstone discoveries, Gemfields is well positioned to support partners and governments and becoming the
custodians of their precious natural resources.

Mine and Market

 here are no vertically integrated participants in the coloured gemstone market because of the wide range of different skills required at each
T
stage as an emerald, ruby or sapphire travels from the ground to end customers in the form of luxury jewellery or products. Whether it is
exploration and mining, cutting and polishing, or creating and selling jewellery, the expertise required does not lead to synergies across stages.
This can lead to a disconnect between mine operators and the luxury brands that use cut coloured gemstones in their products, with lack of
transparency and ability for miners to influence the value of their production.

How is this a differentiating advantage for Gemfields?

Through its outright ownership of Fabergé, an iconic and prestigious brand of exceptional heritage, Gemfields can optimise the
positioning and consumer awareness of coloured gemstones. This ‘finger on the pulse’ of luxury brands allows Gemfields unique insight
into the challenges and customer perception of emeralds, rubies and sapphires. Our marketing, as both Gemfields and Fabergé, can
ultimately lead to a higher value for the rough coloured gemstones mined, with more benefit going back to all stakeholders and the local
communities of our mines.

A demonstration of where Gemfields operates within the coloured gemstone industry can be found on page 5.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 26

Our values
Transparency Legitimacy Integrity

In an industry famed for ‘grey areas’ and We aim to go over and above accepted We are committed to embedding
complexity, Gemfields strives to shine a practices, operating in a way that not tangible operational actions, at our
light and transform the sector for the only meets international and national mines and beyond, as well as supporting
better. laws, but also challenges the sector. the sales and marketing of our products.

Transparency for Gemfields means We have set new benchmarks for Our internal policies help guide our
providing complete visibility across our corporate responsibility, responsible moral principles and aid honest decision
business and processes. We do not accept mining and creating a positive impact for making. Our proprietary grading system
secrets, corruption or distortion. We work stakeholders, including local provides our partners with trusted
with industry partners to standardise communities and our international team. evaluation and declaration of treatment.
strong, transparent practices and hold the We have zero tolerance for corruption Our community projects give back to
industry accountable, so consumers can and bribery, and uphold policies and our neighbours.
make informed decisions when it comes processes to guide internal
to their gemstone purchase. decision making.

Our proprietary grading system has


transformed the value and levels of
propriety that gemstone-hosting
countries in Africa may expect from their
gemstone resources and from mining
companies (whether foreign or
domestic), to deliver the maximum
benefit for as many citizens as possible.
Today, more value than ever accrues to
Mozambique and Zambia from their
gemstone resources.

IMAGE  Responsibly mined cut and polished Zambian emeralds and Mozambican rubies
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 27

Coloured gemstones overview

Emeralds Emeralds belong to the mineral family known as beryl, which also includes
aquamarine, morganite and heliodor. However, the green emerald is the most prized
and valuable.

• Zambian emeralds were formed over 500 million years ago.


• Zambian emeralds get their intense green colour from the presence of chromium, iron and
beryllium; and they’re usually lacking in vanadium, resulting in a bluish-green, lively and often eye-
clean emerald.
• Zambian emeralds tend to have a higher iron content than other emeralds, which means they are
less fragile and need fewer treatments and enhancements.
• Smaller sized, high-quality gems are possible because of the stronger structure and richness in
colour. The careful process of recovering emeralds by hand at Gemfields’ mine has enabled the safe
recovery of some of the largest and most exceptional emeralds ever found.
• Since acquiring the Kagem mine in 2008 in partnership with the Zambian government, Gemfields
has pioneered traceability technology; Gübelin’s paternity test, for example, allows the traceability
of emeralds to their source. Today, the mine supplies around one in four of the world’s emeralds.
• Emerald is the birthstone for May.

Rubies In the hierarchy of precious materials, the ruby sits at the very top – large natural
rubies frequently cost more per carat than colourless diamonds.

• Over 500 million years old, Mozambican rubies are particularly rare – far rarer than colourless
diamonds.
• Rubies and sapphires belong to the mineral family corundum, one of the hardest minerals on Earth.
• Rubies and sapphires share the same characteristics, crystal structure and chemical composition
(aluminium oxide). They only differ in the trace element, chromium, from which they get
their colour.
• There is no industry-wide agreement on where to draw the line between rubies and pink sapphires.
According to an old joke, it depends on whether you’re the buyer or the seller.
• The word ruby comes from ruber, Latin for ‘red’. Therefore, it is no surprise that rubies’ primary
hue must be red – the more vivid, the better.
• Rubies vary in colour more than you might expect, from purplish-red to orangey-red, with the most
desirable hue being a pure vibrant red. Those found in Mozambique cover all of the known colour
ranges. As with all gemstones, the colour should be evenly distributed throughout the gemstone.
• Rubies naturally fluoresce under UV light, and feature pleochroism, which is the appearance of
different colours when viewing the gemstone from different angles. Pleochroism in rubies typically
appears as red to purplish-red in one crystal direction and orangey-red in the other. It is the role of
the gemstone cutter to map these colours in order to achieve the most vivid red hue without losing
too much weight from the rough gemstone.
• Ruby is the birthstone for July and rubies are also the gift designated for 40th wedding anniversaries.
IMAGE  Operations, Montepuez Ruby Mining, Mozambique
SECTION 2

Performance
2.1 Finance Review 30

2.2 Operations Review 38


2.2.1 Zambia 38
2.2.2 Mozambique 44
2.2.3 Fabergé Limited 52
2.2.4 New Projects and Other Assets 54

2.3 Gemstone Resources and


Gemstone Reserves Summary 58

2.4 Marketing and Communications 68

2.5 Risks and Uncertainties 70


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 30

S E C T I O N 2 .1

Finance Review

FINANCE REVIEW The ‘up and down’ nature of emerald mining, as evidenced by Kagem’s
long history of published production data, provides some comfort
The Group’s primary financial key performance indicators that medium to long term prospects are robust.
(“KPIs”) are revenue, EBITDA, free cash flow before working
capital movements and net cash. These KPIs can be seen in the Despite the setback of the withdrawn auction, 2023 still marked a
table below against the previous year. strong auction performance following the record-breaking
revenue of 2022. Gemfields’ total auction revenue for 2023
IN THOUSANDS OF USD 2023 2022 reached USD241.3 million, the second highest in the company’s
Revenue 262,019 341,106 history. Additionally, the year saw Gemfields’ cumulative emerald
and ruby auction sales reach over USD2 billion. A normal
EBITDA1 83,081 165,771
schedule of auctions is expected for 2024.
(Loss)/profit after tax (2,829) 74,268
Cash generated from Strong revenues are being challenged by ongoing inflationary
operating activities 35,232 119,499 pressures. Although global commodity prices have shown a slight
Free cash flow2 before working (29,124) 99,377 decline in late 2023, concerns about high interest rates and
capital movements geopolitical tensions persist worldwide, contributing to higher
Net cash3 11,147 104,519 costs. As a result, the Group’s operating cost base remains
significantly elevated. However, the Group is actively
1 – Earnings before interest, taxation, depreciation and amortisation, adjusted to implementing cost optimisation measures aimed at containing
exclude one-off impairments made to the Group’s non-current assets and expenses without adversely affecting production. Despite these
inventory, fair value gains or losses on the Group’s non-core equity investments,
challenges, we maintain confidence in our business model and
share based payments, other impairments and provisions.
our capacity to address obstacles as they emerge.
2 – Free cash flow before working capital movements is calculated as cash flow
from operations less taxation paid, sustaining and expansionary capital
expenditure and foreign exchange gains and losses. A full breakdown can be seen REVENUE
in Note 3: Segmental Reporting to the Consolidated Financial Statements.
3 – Net cash is calculated as cash and cash equivalents less total borrowings. IN THOUSANDS OF USD 2023 2022

Kagem 89,925 148,638


OVERVIEW
MRM 151,379 166,688
In 2023, the Group achieved a total revenue of USD262.0 million, Fabergé 15,653 17,552
primarily driven by the six rough emerald and ruby auctions held Other 5,062 8,228
throughout the year, with auction viewings hosted in Bangkok and Total 262,019 341,106
Jaipur. This figure represents a 23% decrease from the previous year,
attributed in part to the cancellation of a higher-quality emerald
auction that was scheduled for November 2023, as well as fewer carats The Group’s total auction revenue for the year, made up of six auctions,
sold. The cancellation was prompted by the overall lower quality and was USD241.3 million, down by 23% compared to the prior year.
quantity of premium emerald production at Kagem. Production has
continued to be weaker against Kagem’s post covid production
profile; however, there have been individual months of improvement. IMAG E    David Lovett, Chief Financial Officer
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 31

This decline was primarily driven by the withdrawn higher- labour and fuel, saw increases in excess of 10%. The global
quality rough emerald auction and fewer carats sold in 2023. inflationary environment is displaying signs of stabilisation but
However, it is worth noting that the June 2023 higher-quality costs remain elevated.
rough emerald auction witnessed an all-time record average
realised price of USD165.55 per carat for any Gemfields emerald IN THOUSANDS OF USD 2023 2022

auction. Auction revenue accounts for 92% of total Group Mining and production costs (98,490) (86,838)
revenue.
Mineral royalties and (20,703) (25,339)
production taxes
Kagem’s commercial-quality rough emerald auction in March
Change in inventory and (13,346) (13,017)
2023 generated USD21.1 million. This was followed by a record-
cost of goods sold
breaking higher-quality rough emerald auction in June 2023,
achieving an all-time revenue record for any Kagem emerald Mining and production costs 8,140 5,549
capitalised to intangible assets
auction at USD43.5 million, along with setting a record for the
highest price-per-carat paid for a single auction lot. Additionally, Selling, general and (55,044) (55,789)
the commercial-quality rough emerald auction in September administrative costs
2023 generated USD25.3 million. Despite the withdrawn Total (179,443) (175,434)
auction, Kagem’s total auction revenue of USD89.9 million
represents the third-best auction year ever for the company, Mining and production costs (excluding mineral royalties,
trailing behind the years 2022 and 2021, which yielded production taxes, depreciation and amortisation, inventory write-
USD148.6 million and USD91.8 million respectively. downs) for the Group increased to USD98.5 million (2022:
USD86.8 million). Mineral royalties and production taxes, which
MRM’s mixed-quality rough ruby auction held in June 2023 are calculated as 6% and 10% of emerald and ruby auction
generated USD80.4 million, while the auction held in December revenues, were USD5.6 million for Kagem (2022: USD9.2
2023 yielded USD69.5 million. Additionally, a commercial- million) and USD15.1 million for MRM (2022: USD16.1
quality rough ruby auction held in September generated USD1.5 million). The change in inventory and cost of goods sold for the
million. In total, the revenue generated from rough ruby auctions year was an expense of USD13.3 million compared to an expense
was USD151.4 million for 2023. This is 9% lower compared to of USD13.0 million for the prior year, representing mining and
the prior year and was driven by a lower quantity of carats offered production costs that are capitalised to inventory offset by cost of
and sold. The auction results for 2023 highlighted the continued goods sold.
robustness of the ruby market, reaffirming the consistent upward
trend in ruby prices and demonstrating strong demand.

Gemfields’ auction processes were fully monitored by the


Ministry of Mines and Minerals Development of Zambia and the
Zambia Revenue Authority for the emerald auctions, and by the
Ministry of Mineral Resources and Energy and the Mozambique
Tax Authority for the ruby auctions, as in previous years.

Fabergé generated revenues of USD15.7 million in the period,


11% below the USD17.6 million achieved in the prior year, due
to a softer luxury market.

Other revenue represents the direct sales of low-quality emeralds


and beryl in India and the sale of historically purchased cut and
polished gemstone inventory in the UK and South Africa.

C O STS

The 2023 total cost base has remained relatively flat compared to
the prior year, as inflation continues to exert a significant impact
on the world economy. The two primary mining related costs, IMAGE  The Line x Gemfields Songbird Collection
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 32

Mining and production costs capitalised to intangible assets in anticipated that the depreciation charge will rise once the second
relation to the Group’s development projects were USD8.1 million processing plant becomes operational in the second half of 2025.
for the year, as opposed to USD5.5 million capitalised in 2022,
due to an increase in activities. I M PA I R M E N T R E V I E W

Selling, general and administrative expenses (“SG&A”), excluding Impairment charges and reversals include a USD0.6 million
share-based payments, depreciation and amortisation, impairments charge to slow-moving consumable inventory at Kagem, a
and other asset write-downs, remained relatively flat at USD0.6 million reversal on inventory impairment at MRM, a
USD55.0 million (2022: USD55.8 million) mainly comprising USD0.3 million inventory provision reversal at Fabergé, and a
marketing and advertising expenditure, legal costs, professional USD1.5 million inventory impairment related to Gemfields
fees and travel costs across the Group. Limited legacy cut and polished gemstones, all of which are
recorded within cost of sales. Additionally, a USD0.4 million
EBITDA/EBITDA MARGIN other asset impairment reversal at MRM is recorded within
selling, general and administrative expenses during the year.
EBITDA for the Group decreased by 50% to USD83.1 million
(2022: USD165.8 million), primarily due to the withdrawn emerald FA I R VA L U E G A I N S A N D LO SS E S
auction and fewer carats being sold. This resulted in an EBITDA
margin drop from 49% to 32%. Kagem and MRM have EBITDA Fair value gains and losses arise on the Group’s unlisted equity
margins of 14% and 51% respectively with Fabergé at –23%. investment relating to its stake of 6.54% in Sedibelo Resources
Limited (previously Sedibelo Platinum Mines Limited) (“Sedibelo”
D E P R E C I AT I O N A N D A M O R T I S AT I O N or “SPM”), a producer of platinum group metals (“PGMs”) with
interests in the Bushveld Complex in South Africa.
Depreciation and amortisation for the year remained relatively
flat in 2023, totalling USD36.5 million and USD0.4million, The Directors consider the most appropriate valuation
respectively (2022: USD37.5 million and USD0.2 million). It is methodology for Sedibelo to be a market comparable analysis

IMAGE  Donna Hourani x Gemfields Bridge Collection


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 33

based on the enterprise values of Sedibelo’s peer group. This of USD19.4 million on a profit before tax of USD16.6 million.
method values Sedibelo based on various financial and non- This tax charge consists of a current tax charge of USD25.1 million
financial multiples, including mineral resources (per 4E ounce), (including withholding tax of USD1.8 million on a dividend paid
mineral reserves (per 4E ounce), production (per ounce), revenue by MRM), and a deferred tax credit of USD5.7 million. In 2022,
and EBITDA. A discount for the lack of marketability, which the USD40.4 million tax charge was made up of a current tax
takes into account that Sedibelo is an unlisted company, is also charge of USD53.3 million (including USD1.2 million
applied to the valuation. withholding tax on dividend paid by MRM), and a deferred tax
credit of USD12.9 million.
For 2023, the estimated value of the investment was determined
to be USD4.0 million, a decrease of USD28.0 million from prior The effective tax rate of 117.1% principally arises from non-
year (31 December 2022: USD32.0 million). The decrease in the deductible fair value loss on the Sedibelo investment as well as
fair value in the current period has most notably arisen from non-deductible costs in Kagem and MRM where local tax rates
reduced public market valuations for comparable PGM are 30% and 32% respectively, in comparison to 25% in the UK.
companies, which were generally down by approximately 45% The disallowed expenses mainly comprise camp costs, legal fees,
between 31 December 2022 and 31 December 2023, the reduced corporate responsibility expenses and custom duty. The
operating and financial results for Sedibelo over the year due to normalised effective tax rate would be 43.5% excluding the fair
operating challenges, and a modest pullback in PGM prices. Full value loss of USD28.0 million on the Sedibelo investment.
details can be found in Note 12: Unlisted equity investments to the
Consolidated Financial Statements. The increase in cash tax paid from USD39.8 million to
USD57.3 million was driven by the 2023 advance tax payments
P R O F I T F R O M O P E R AT I O N S on the back of the strong 2022 results of Kagem and MRM, as
well as the settlement of the final 2022 tax liabilities in these
Profit from operations for 2023 was USD17.4 million (2022: entities. These resulted in payments totalling USD29.4 million in
USD116.5 million). Profit/(loss) from operations at Kagem and settlement of 2022 tax liabilities and USD27.9 million on
MRM were a loss of USD5.1 million (2022: USD55.9 million account of 2023 tax liabilities.
profit) and profit of USD61.7 million (2022: USD62.6 million
profit) respectively, with Fabergé showing a loss of USD3.8 million P R O F I T /( LO SS ) A F T E R TA X AT I O N
(2022: USD3.1 million loss).
The Group made a loss after tax of USD2.8 million in 2023,
F I N A N C E I N C O M E A N D C O STS down by USD77.1 million compared to prior year profit of
USD74.3 million, primarily due to the unrealised fair value losses
Net finance costs for the period were USD0.8 million, compared to of USD28.0 million from the Group’s 6.54% equity holding in
USD1.9 million in 2022. Finance costs mainly comprised USD2.2 Sedibelo, as well the decrease in revenues.
million interest on bank loans and borrowings at Kagem and MRM
(2022: USD2.1 million) and other finance costs, including bank EARNINGS/(LOSS) PER SHARE
charges, of USD0.7 million (2022: USD0.6 million). The finance
costs are offset by an increase in interest earned on positive cash Basic loss per share for the year was USD cents (0.8), compared to
balance and interest charged on a related party loan by MRM. earnings per share of USD cents 4.8 for 2022, reflecting the
decrease in profit for the year. The weighted average number of
TA X AT I O N shares in issue was 1,206,076,930 in 2023 (2022:1,185,105,349).

IN THOUSANDS OF USD, Headline earnings/(loss) per share is similar to earnings per share
UNLESS OTHERWISE STATED 2023 2022
except that attributable profit specifically excludes certain items,
Profit before taxation 16,569 114,655 as set out in Circular 1/2021 “Headline Earnings” issued by the
Income tax charge (19,398) (40,387) South African Institute of Chartered Accountants. In 2023,
Effective tax rate % 117.1% 35.2% headline loss per share was USD cents (0.9) (2022: headline
earnings per share of USD cents 4.8).
Cash tax paid 57,252 39,772
Adjusted earnings per share (AEPS), as defined as headline
earnings per share adjusted for the unrealised fair value losses
The effective tax rate for the year of 117.1% reflects a tax charge from Sedibelo, was USD cents 1.5 (2022: USD cents 5.2).
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 34

IN THOUSANDS OF USD 2023 2022


CASH FLOWS
EBITDA 83,081 165,771
In 2023, the Group generated USD92.5 million from operations Change in inventory and COGS 1
13,346 13,017
paid USD57.3 million of tax, spent USD74.5 million on Costs capitalised to
investing activities, generated USD24.2 million financing the intangible assets1 (8,140) (5,549)
business, paid USD9.9 million for Group share buy-back
Tax paid (excluding royalties) (57,252) (39,772)
programme, and paid dividends of USD35.0 million to GGL
shareholders and USD5.0 million to non-controlling interest at
Capital expenditure 2
(60,159) (34,090)
Kagem. Tax paid is primarily driven by Kagem at USD16.6 million Free cash flow before working
and MRM at USD39.0 million during 2023. Capital expenditure capital movements (29,124) 99,377
was USD68.3 million, as discussed later. As a result, free cash Working capital movements 1
(6,775) (14,946)
flow before working capital movements was a negative Free cash flow (35,899) 84,431
USD29.1 million in the period (2022: positive USD99.4 million),
and cash and cash equivalents sat at USD51.6 million 1 – Change in inventory and cost of goods sold (“COGS”) and costs capitalised
(31 December 2022: USD118.5 million). As at 31 December to intangible assets are added back to EBITDA to calculate free cash flow before
2023 net cash amounts to USD11.2 million (31 December working capital movements, and subsequently included within working capital
movements in the calculation of free cash flow.
2022: USD104.5 million), excluding auction receivables of
2 – Excluding costs capitalised to intangibles assets which are shown separately.
USD38.5 million.

Capital expenditure for the year increased to USD68.3 million,


including the USD8.1 million costs capitalised to intangible
assets for development assets. This amount consisted mainly of
replacement capex at the mines and continued expansion of the
development assets as well as the advance payment of USD13.5
million for the construction of the second processing plant at
MRM (“PP2”). MRM has also spent USD12.4 million mainly on
replacement heavy earth-moving machinery (“HEMM”) and the
construction of the new office block, while at Kagem USD26.6
million was predominantly spent on replacement HEMM as the
ageing fleet was decommissioned. At the development assets, the
spend comprises machinery, camp and security equipment
procurement at Nairoto, MML, ERM and CDJ.

Capital expenditure for 2024 will remain high as the Group


continues to replace ageing HEMM alongside the PP2 project.
The addition of the second plant will triple MRM’s processing
capacity from the existing 200 tonnes per hour to 600 tonnes per
hour, allowing MRM to process its sizeable stockpile, bring to
market additional size and colour variations of rubies, and assess
and expand into additional mining areas. The contract with
Consulmet (Africa) Limited was agreed in South African Rands,
equivalent to approximately USD70 million at current exchange
rates. The initial 20% of this cost was paid in 2023, with a further
60% expected to be paid in 2024, based on specified milestones.

Total cash utilised in investing activities was USD74.5 million


(2022: USD41.0 million), split mainly between USD68.3 million
spent on capital goods (2022: USD34.1 million) and
IMAGE  Heritage Yellow Gold Diamond & Red Guilloché Enamel USD8.1 million of cash advances made to Mwiriti, the Group’s
Coronation Crown Surprise Locket featuring a Gemfields Zambian emerald and partner in Mozambique, in lieu of future dividends from MRM
Mozambican ruby (2022: USD6.5 million). A dividend was declared by MRM
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 35

during the year of which USD7.5 million was payable to Mwiriti. consists of long-term VAT receivables of USD18.1 million
This dividend was settled against the receivable outstanding with (31 December 2022: USD9.1 million), related party receivables
Mwiriti in respect of prior cash advances and therefore no cash of USD3.0 million from Mwiriti (31 December 2022:
outflow arose upon its settlement. USD3.0 million), the Group’s other investment of
USD2.0 million (31 December 2022: USD1.4 million) and the
The Group’s financing activities saw an outflow of reminder mainly comprising deposits paid.
USD25.6 million (2022: USD55.5 million), mainly driven by the
USD35.0 million of dividends paid to shareholders of the parent PPE predominantly relates to the mining assets (evaluated mining
company together with the USD5.0 million dividend paid to properties and deferred stripping costs) of USD262.4 million
non-controlling interest in Kagem. Furthermore, the completion (31 December 2022: USD280.8 million). Of the total mining
of the share buy-back programme resulted in the purchase of a assets, USD246.3 million (31 December 2022:
total of 58,423,901 Ordinary Shares for USD9.9 million. In USD260.1 million) relates to the recognition of the fair values of
2023, Kagem paid off the revolving credit facility of Kagem and MRM at the date that GGL acquired Gemfields
USD10.0 million with ABSA Zambia and entered into new Limited in July 2017. These assets are amortised on the unit-of-
overdraft facilities with FNB Zambia and ABSA Zambia. As at production basis over the life of the mine. Intangible assets of
31 December 2023, the outstanding balances on these facilities USD66.0 million mainly consist of USD28.5 million
were USD12.8 million with FNB Zambia and USD7.3 million (31 December 2022: USD28.5 million) representing the Fabergé
with ABSA Zambia. As at 31 December 2023, MRM had trademarks and brand, and USD37.0 million (31 December
USD9.1 million (31 December 2022: USD4.0 million) 2022: USD27.3 million) related to unevaluated mining assets
outstanding balance on its overdraft facility of USD20.0 million across the Group.
with BCI. Furthermore, MRM utilised USD11.3 million of its
ABSA overdraft facility of USD15.0 million.

FINANCIAL POSITION

The Group’s balance sheet is summarised below:

ASSETS

IN THOUSANDS OF USD 2023 2022

Property, plant and equipment 356,589 336,765


Intangible assets 65,967 56,139
Unlisted equity investment 4,000 32,000
Inventory 109,657 110,625
Auction receivables 38,532 54,919
Cash and cash equivalents 51,621 118,526
Other assets, including deferred
taxation 71,525 65,151
Total assets 697,891 774,125

As at 31 December 2023, the Group’s non-current assets mainly


comprise property, plant and equipment (“PPE”) of
USD356.6 million (31 December 2022: USD336.8 million),
intangible assets of USD66.0 million (31 December 2022:
USD56.1 million), unlisted equity investment of USD4.0 million
(31 December 2022: USD32.0 million), deferred tax assets of
USD6.1 million (31 December 2022: USD6.3 million) and
other non-current assets of USD23.7 million (31 December IMAGE  Responsibly mined cut and polished Zambian emeralds and
2022: USD14.1 million). Other non-current assets primarily Mozambican rubies
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 36

The unlisted equity investment relates to the Group’s 6.54% LIABILITIES


equity holding in Sedibelo. The valuation of this investment is
discussed in Note 12: Unlisted equity investments of the IN THOUSANDS OF USD 2023 2022

Consolidated Financial Statements. Deferred tax liability 70,877 76,780


Trade and other payables 47,930 44,158
The Group’s current assets mainly comprise inventory of
USD109.7 million (31 December 2022: USD110.6 million), Current tax payable – 33,351
trade and other receivables of USD79.0 million (31 December Provisions 5,913 17,400
2022: USD99.6 million), USD1.4 million of current tax Lease liabilities 1,170 2,332
receivable (31 December 2022: Nil) and cash and cash equivalents Borrowings 40,474 14,007
of USD51.6 million (31 December 2022: USD118.5 million).
Other liabilities 8,034 5,000
USD38.5 million of trade and other receivables arose from
auction receivables (31 December 2022: USD54.9 million). Total liabilities 174,398 193,028

The auction receivables outstanding of USD38.5 million at The deferred tax liabilities arise from the evaluated mining
31 December 2023 mainly relates to the mixed-quality rough property and inventory at Kagem and MRM recognised on the
ruby auction held in December 2023 with USD37.9 million IFRS 3 Business combinations fair value uplift on the acquisition
outstanding. As at the issuance date of this report, all outstanding of Gemfields Limited by the former Pallinghurst Resources
auction receivables had been collected. Limited (now Gemfields Group Limited) in 2017.

Inventory decreased by USD1.0 million from USD110.6 million The net deferred tax liability decreased in the year by
to USD109.7 million. Decreases in rough emerald inventory and USD5.9 million due principally to a net reduction of
cut and polished gemstone inventory were largely offset by USD5.4 million in mining assets and inventory because of
increases in rough ruby inventory, Fabergé jewellery and mining- amortisation. The remaining USD0.5 million is due to the impact
related spares. of the net increase in deferred tax assets that are netted against
deferred tax liabilities.
31 DECEMBER 31 DECEMBER
IN THOUSANDS OF USD 2023 2022
Trade and other payables had increased by USD3.8 million to
Rough inventory – USD47.9 million at 31 December 2023. This is primarily
emeralds and beryl 38,832 45,908 attributed to the increase in payables to vendors resulting from
Rough inventory – capital expenditure spending at Kagem and development assets
rubies and corundum 28,190 23,702 and an increase in other taxes payable at MRM.
Fabergé inventory 26,181 25,884
Cut and polished gemstones 3,504 5,242 The current tax payable is nil (2022: USD33.4 million) with a
receivable of USD1.4 million recorded as at 31 December 2023.
Spares and consumables 12,950 9,889
This is a result of the full settlement of prior year tax liabilities in
Total inventory 109,657 110,625 the year and the substantial payments on account in relation to
the estimated 2023 tax liabilities.
Trade and other receivables, excluding the auction receivables of
USD38.5 million, primarily consist of USD5.5 million of non- Provisions of USD5.9 million (31 December 2022:
auction trade receivables (31 December 2022: USD8.2 million), USD17.4 million) predominantly include USD2.7 million
USD14.3 million of short-term VAT receivables (31 December (31 December 2022: USD2.3 million) of environmental provisions
2022: USD21.7 million) predominantly from MRM and Kagem, for the rehabilitation and restoration of mined areas at Kagem and
related party receivables of USD8.1 million (31 December 2022: MRM, USD1.2 million (31 December 2022: USD1.4 million) of
USD7.1 million) held with Mwiriti, USD8.4 million of resettlement action plan provisions, and USD2.0 million
prepayments (31 December 2022: USD4.7 million) and reminder (31 December 2022: USD13.7 million) of other provisions for
mainly comprising deposits paid. Total short-term and long-term future legal claims and fees, including MRM’s OGM scheme, and
VAT receivables of USD32.4 million (31 December 2022: employee end-of-contract benefits. The decrease is primarily
USD30.8 million) is mainly the consequence of delayed attributed to the closure of the original MRM OGM scheme, which
processing and repayment of claims by the relevant overseas tax has now been replaced by OGM 2.0. All historical cases related to
authorities. alleged incidents occurring between 1 January 2012 and
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 37

31 December 2018 have been addressed through a rapid close This follows the Group’s maiden dividend of USD20 million in
mechanism. May 2022, an interim dividend of USD15 million in November
2022, and after the strong 2022 results an annual dividend of
BORROWINGS AND NET CASH USD35 million in May 2023.

IN THOUSANDS OF USD 2023 2022 In the year, Gemfields completed a USD10 million share buy-
Cash and cash equivalents 51,621 118,526 back scheme, re-purchasing 58.4 million shares at an average price
of ZAR3.1739. This represented 4.83% of the issued Ordinary
Current borrowings (40,474) (14,007)
Shares on the date of the original general authority granted on
Net cash 11,147 104,519 30 November 2022.

The decrease in net cash in the year mainly reflects the cash outflows SUMMARY AND OUTLOOK
from dividend and tax paid during 2023, as well as the Group’s share
buy-back programme and capital expenditure. At 31 December The Group achieved excellent auction results in the first half of
2023, the Group held USD40.5 million in borrowings, an increase 2023 and despite withdrawing Kagem’s November higher-quality
of USD26.5 million from 31 December 2022, due to the utilised auction, 2023 represents the second highest annual revenue
borrowings explained in the ‘Cash Flows’ section. MRM is currently performance in the Group’s history. A full slate of both emerald
in the process of securing two additional debt facilities to finance the and ruby auctions is anticipated for 2024. Looking forward, the
construction of the second processing plant. Consequently, the Group is poised for significant capital expenditure in 2024,
Group’s borrowing is expected to increase in 2024. notably driven by the ongoing construction of the second
processing plant at MRM. Representing the single largest capital
GOING CONCERN investment undertaken by Gemfields, the new plant will bring a
scale of production that has not been seen before in the coloured
The 2023 Consolidated Financial Statements have been prepared gemstone industry. While the inflationary environment is
on the going concern basis. The Group’s base case model for the displaying signs of stabilisation, costs remain elevated. Cost
period to September 2025 shows that the Group has sufficient management and efficiency continue to be key focus across the
available funds to meet its liabilities as and when they fall due. Group.
The expectation of continued operations through the going
concern period and the absence of significant disruptive factors David Lovett
reinforces the Group’s confidence in maintaining its ongoing Chief Financial Officer
viability and growth trajectory. 21 March 2024

C A P I TA L A L LO C AT I O N P R I O R I T I E S

The Group defines its capital allocation priorities as managing


debt, organic and inorganic investments and capital returns, in no
specific order and assessed on an ongoing basis.

DIVIDEND POLICY

As approved by the Board on 23 March 2023, Gemfields’ dividend


policy aims to provide regular returns of capital when the
business’s performance and market conditions allow, at the
Board’s discretion and following assessment of Gemfields’ capital
allocation priorities.

D I V I D E N D A N D C A P I TA L A L LO C AT I O N

The Board announces a new annual dividend of USD10 million,


or approximately USD cents 0.857 per share, due to be paid to IMAGE  Kalki Kanmani wearing House of Meraki x Gemfields Earrings,
shareholder on 24 June 2024. featuring Gemfields Zambian emeralds at the ELLE Sustainability Awards
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 38

S E C T I O N 2 . 2 .1

Operations Review Kagem (Zambia)

OPERATIONS IN ZAMBIA COMPRISE THE AUCTION RESULTS


FOLLOWING:
In 2023, Kagem held two commercial-quality and one higher-
Kagem Mining Limited (“Kagem”), the world’s single largest quality auction generating total auction revenues of
producing emerald mining company, accounts for approximately USD89.9 million.
25% of global emerald production. Kagem holds an asset portfolio
of nine mining and three exploration licences in Zambia, with the MARCH JUNE SEPTEMBER
primary operating pits being Chama (strike length of over
2.3 kilometres), Chibolele (strike length of 550 metres) and Commercial-quality Higher-quality Commercial-quality
Fibolele (strike length of 630 metres). USD21.1 million USD43.5 million USD25.3million

The auction lots were made available for in-person and private
viewings by customers in Bangkok and Jaipur. Following the
viewings, the auctions took place via an online auction platform
specifically adapted for Gemfields, which permitted customers
from multiple jurisdictions to participate in a sealed-bid
process.

The first commercial-quality auction of the year, was held in


Jaipur, India from 6 to 24 March 2023, saw 45 companies placing
bids and generated revenues of USD21.1 million, with an
average realised price of USD7.13 per carat. These results were
solid but continued to reflect a normalisation of the prices
compared to the high levels seen in the first half of 2022. Out of
29 lots offered, 25 were sold (86%).
KAGEM, ZAMBIA

The higher-quality auction for 2023 was held in Bangkok


Location Copperbelt Province, Zambia
from 15 May to 1 June 2023 and generated all-time record
Acquisition by Gemfields June 2008 revenues of USD43.5 million with an average realised price
Ownership structure 75% Gemfields of USD165.55 per carat, the highest average price per carat

25% Government of Zambia
achieved at any Kagem emerald auction. Hosted less than
(through Industrial Development three months after the commercial-quality auction, this
Corporation – IDC) auction saw a material step up in prices even beyond those of
Gemstones Emerald and beryl the first half of 2022. All 35 lots offered were sold
Mining method Deep open-pit (100%).
Current life-of-mine 1
22 years to 2045
The second commercial-quality auction took place in Jaipur,
India from 29 August to 15 September 2023, saw 50 companies
1 – Absent of any future exploration or additions. placing bids and generated revenues of USD25.3 million.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 39

ALL EMERALD AND BERYL AUCTIONS HELD BY KAGEM SINCE ACQUISITION

50
45
40
35
USD (MILLIONS)

30
25
20
15
10
5

JUN 2009

DEC 2009

JUN 2010

DEC 2010

JUN 2011

DEC 2011

JUN 2012

DEC 2012

JUN 2014

DEC 2014

JUN 2015

DEC 2015

JNU 2016

DEC 2016

JUN 2017

DEC 2017

JUN 2018

DEC 2018

JUN 2020

DEC 2020

JUN 2021

DEC 2021

JUN 2022

DEC 2022

JUN 2023

DEC 2023
Higher-quality    Commercial-quality

This demonstrated that the emerald market was in excellent Mining


condition ahead of the important trade show season. All 43 lots
offered were sold (100%) with a higher than usual proportion of The mining operations at Kagem comprise of three principal deep,
lower-value grades within the auction, achieving an average open-cast pits. The largest and deepest, Chama, has historically
realised price of USD7.51 per carat. produced the majority of Kagem’s emeralds. Chibolele and Fibolele
are considerable in size but less developed. Production at Fibolele
Due to the generally lower quality and quantity of emerald restarted in early 2024, alongside continuation of production at
production at Kagem in the summer months of 2023, the higher- Chama and Chibolele. To expose the emerald-bearing zones,
quality emerald auction planned for November 2023 was blasting and waste removal occurs. The emerald-bearing zones are
withdrawn. The higher-quality production available for that then checked through by hand to recover the largest and most
auction is expected to be offered at auction in 2024. valuable emeralds and transferred to the sorting house for sorting
and grading. The remaining ore is then put through the processing
The 46 auctions of Kagem gemstones held since July 2009 have plant to recover further gemstones.
generated USD989 million in total revenue.

KAGEM PRODUCTION SUMMARY


12 MONTHS TO 12 MONTHS TO
31 DECEMBER 2023 31 DECEMBER 2022

Mining / Processing
Total rock handling – in thousand tonnes 13,885 13,233
Waste mined – in thousand tonnes 13,637 13,002
Ore production (reaction zone) – in thousand tonnes 248 232
Stripping ratio 47 52
Gemstone production
Premium emerald – in thousand carats 156.7 259.5
Emerald and beryl – in million carats 30.1 37.2
Grade (emerald and beryl/ore processed) – in carats/tonnes 121.6 160.8
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 40

During 2023, Kagem focused on exposing the emerald-bearing In total, 177.6 thousand tonnes were processed in 2023, at a rate
zones and waste removal at three main areas of the Chama pit of 40 tonnes per hour, compared to 180.3 thousand tonnes at
(F10, Fwaya-Fwaya and FF-Mboyonga) and three production 49 tonnes per hour in 2022. From this, 14.2 million carats of
areas at Chibolele pit (M1, M2 and M3). emerald and beryl were realised, compared to 18.2 million carats
in 2022.
The Fwaya-Fwaya sector of Chama pit was under continuous
development and yielded quality production for the first time. A Of the total production for the period, 53% has come directly
50-metre wall pushback around the F10 contact point, from the pit and 47% from run-of-mine material processed at the
nicknamed Junction, took place in 2023, with the ambition to processing plant. This showed a lower proportion from processed
expose more of the historically high-quality emeralds from this material compared with historic trends due to the processing
section. As there was previous waste material above the F10 plant’s reconstruction.
contact point, this needed to be re-handled to allow the wall
pushback. A new night shift is planned at the processing plant in 2024 as
part of the project to increase efficiency.
Kamakanga, another licence area within Kagem, does not have
any proven resource and reserve. Bulk sampling commenced in Production
January 2022 and in 2023 two in-situ litho contacts were exposed
towards the south-west and south-east corners of the Jai Ambe During 2023, Kagem achieved 30.1 million carats of production
pit, which showed minor incidences of emerald and beryl, giving at a grade of 122 carats per tonne, with 156.7 carats of premium
confidence to consider formal mining in the future. emerald. This was materially down from 2022, when a total of
37.1 million carats was produced with 259.5 thousand carats of
Total rock handling in 2023 was 13.8 million tonnes premium emeralds.
(2022: 13.2 million tonnes), an all-time record at Kagem.
Operations in the first half of 2023 were focused on expediting
Processing the more productive sections of the Chama pit to replenish
inventory levels, while a key production point within Chama was
Work commenced in July 2023 to improve and upgrade the underwater for a longer period of 2023 than in previous years,
processing plant, to upscale the production efficiency from a following Zambia’s wet season (November to April).
targeted 50 to 75 tonnes per hour. This resulted in a reduction of
40% in processing tonnage during the year as plant and picking The quality and quantity of the emeralds being produced in July
belts were rebuilt. The first phase is complete, with the second and August was lower than Gemfields would expect in order to
phase continuing ahead of an expected completion date of late run an optimal auction, which resulted in management making
March, during which production was limited to 50%. the decision to no longer hold November 2023’s planned higher

IMAGE  Responsibly mined rough emerald, Kagem Mining, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 41

quality auction. Production has continued to be weaker against The significant increase in costs reflects inflationary pressures on
Kagem’s historic trend, however there have been individual input costs experienced across the globe, with fuel, labour, spare
months of improvement. The ‘up and down’ nature of emerald parts and service costs rising substantially across the year. Kagem
mining, as evidenced by Kagem’s long history of published is looking at various ways to contain these costs and reduce its
production data, provides some comfort that medium to long exposure to such pressures. Prices also rose in Zambia as the local
term prospects are robust. currency (Kwacha) devalued against USD as the Zambian
government restructured its debt.
From the 30.1 million carats of production, Chama pit
contributed 23.4 million carats, Chibolele contributed 6.6 million The total operating costs for the twelve months to 31 December
carats and Kamakanga 0.1 million carats. 2023 were USD91.2 million (2022: USD102.2 million).

Operating costs and capital expenditure During 2023, Kagem spent USD26.6 million of capital expenditure
primarily on the replacement of mining and ancillary equipment,
Total cash operating costs include mining and production costs and infrastructure improvements to staff accommodation and the
selling, general and administrative expenses. Total operating costs processing plant upgrade. This was split into approximately 60%
include those costs and intercompany marketing, management and sustaining capex and 40% expansionary capex.
auction fees, depreciation and amortisation, and mineral royalty
and production taxes. Infrastructure

Total cash operating costs for 2023 were USD57.0 million (2022: Infrastructure development projects were focused on improving
USD56.9 million), giving a cash rock handling unit cost (defined the living conditions of the employees on site. Kagem is in the
as total cash operating costs divided by total rock handled) of process of building in excess of 150 new rooms to reduce living
USD4.10 per tonne (2022: USD4.30 per tonne). density and provide accommodation for employees for the new
night shift in the processing plant.

IMAGE  Emerald sort house, Kagem Mining, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 42

Geology and exploration Kagem achieved 100% compliance with all legal and statutory
permitting and licensing conditions associated with its mining
The Chama open-pit mine is supported by a JORC-compliant operations.
Resources and Reserves Statement produced by SRK Consulting
(UK) Limited (“SRK”) published in January 2020. The latest Kagem mine recorded no lost-time injuries in 2023.
Competent Person’s Report (“CPR”) supports the reporting of
Mineral Resource and Ore Reserve estimates in accordance with Human resources
the 2012 edition of JORC, and confirmed a 22-year open-pit Life
of Mine Plan (“LoMP”) up to 2045. The resources and reserves are As of 31 December 2023, 1,524 people (2022: 1,334) were
updated on an annual basis by the company’s internal competent employed by Kagem, of which 960 (2022: 949) were directly
person for disclosure to the JSE and AIM as part of the Group’s employed and 473 (2022: 385) were employed through contractors.
Annual Gemstone Resources and Gemstone Reserves Reports.
During the year 2023, 107 sessions of different courses such as
The exploration campaign in Kagem’s licences was resumed in health and safety, environment protection, and trade-related
June 2022 to facilitate the in-house upgrading of the resource and refresher courses were conducted which resulted in a total of
reserve estimates based on SRK modality for some portion of 1,723 participants of which some employees attended more
Chama and Chibolele pits. The exploration campaign also than one course in line with their job requirements. These
continues at Kamakanga with an objective to confirm the host trainings were conducted by both external and in-house
lithology and to establish the resources in the near future to trainers with the majority of the workforce being trained at the
enhance Kagem’s overall production profile. Mine site and some being trained off-site within Zambia. Seven
Zambian students were engaged as interns at Kagem with three
A new SRK Resources and Reserves Statement is planned for in the Mining department, three in the Production department
2024, ahead of the publication of the next full year results in and one in the Finance department.
March 2025.
Kagem fostered steps towards gender equality in the workplace
Protection services by adopting new recruitment efforts, which culminated in the
employment of 24 female employees across departments and
A Domain Awareness Centre was successfully implemented in levels of seniority.
2023 to enhance the production services department’s efficiency
as a central command centre for CCTV surveillance, drone and Staff welfare activities were focused on improving social
mobile patrols and static guarding deployment. amenities around the workplace and camp.

Attempted theft of rough emeralds continues to present a C O R P O R AT E R E S P O N S I B I L I T Y


challenge, alongside intrusions onto Kagem’s licence area for
illegal mining. In the year, 34 illegal miners were arrested on the Kagem’s corporate responsibility activities aim to position the
licence area. A total of 28 illegal pits were recorded and closed. company in good standing with local communities, and to
ensure that its policies provide a positive impact in the
Health and Safety communities and complement Government efforts in reducing
poverty levels. Kagem’s approach to community engagement
Our commitment to safe and responsible mining goes beyond our and participation is consistent with the Sustainable
organisational and legal obligation. Kagem continues to Development Goals and Government policy.
champion a ‘zero-harm’ culture, a culture free of injury and
damage to the environment in its mining operations. In November 2023, Kagem Mining Limited became the first
company in Africa to be certified to Environmental, Social and
A zero-harm culture is furthermore extended to our business Governance (“ESG”) Clarity platform. The assessment was
partners (suppliers, contractors, visitors etc.) who undergo completed and verified by Bureau Veritas and represents a first
General Site Induction prior to commencement of their work. step to allow external review of Kagem’s ESG processes.
Employees are subjected to a Behaviour Based Safety programme,
which has been implemented as a tool to reinforce safe behaviours As a continuation of Gemfields’ commitment to advance access
and eliminate unsafe behaviours, with the ultimate goal of to education amongst local communities, a newly constructed
achieving zero incidents. block with three classrooms and a fully equipped solar-powered
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 43

Raspberry Pi computer lab was handed to Lufwanyama’s Kapila More details on OGMs can be found on pages 86 and 87.
Primary School, with high-speed internet connectivity for
computer-based learning. Environment

In a tripartite Public Private Partnership, Kagem signed a Kagem has achieved certification to ISO 14001:2015
Memorandum of Understanding (“MOU”) with the (Environmental Management Systems), ISO 45001:2018
Government of Zambia’s Ministry of Technology and Science (Occupational Health and Safety Management Systems) and ISO
and the Ministry of Agriculture to fund the construction and 9001:2015 (Quality Management Systems).
development of the Chapula Vocational Training Centre
(“VTC”) in Lufwanyama, which is estimated to cost To enhance its environmental management, Kagem is
ZMW52.75 million (USD2.5 million) and will enable local progressively rehabilitating its waste dumps and monitoring the
men and women to acquire vocational skills to improve their quality of emissions. Furthermore, a biodiversity study was
employability. successfully completed by the Copperbelt University and
biodiversity management plans are being implemented that will
Kagem also signed MOUs with the University of Zambia and help reduce Kagem’s carbon footprint.
Copperbelt University to sponsor and support the best-
performing students in the schools of Mining Engineering
and Geology.

Kagem continues to support agriculture through various


cooperatives as a way of sustaining livelihoods for the
community members. Through agriculture, community
members can realise legitimate income leading to increased
household incomes to sustain themselves and their families.
Agriculture also contributes to the reduction in incidences of
illegal mining by proving alternative income-generating
activities. Kagem facilitated training for all the cooperatives it
is supporting during the pre-farming season to make them
more efficient and effective.

In 2023, Kagem returned to supporting the Zambia Carnivore


Program (“ZCP”) with their work protecting Zambia’s famous
wildlife, which supports the country’s tourism sector. Kagem’s
donation also supports ZCP’s work to enable women to access
employment in conservation. This commitment of support is
for five consecutive years from 2023.

Operational Grievance Mechanism

Kagem established an Operational Grievance Mechanism


(“OGM”) in 2022 as part of its ongoing commitment to engage
with local communities. The OGM was publicised widely in
local communities around Kagem from March 2023.

The OGM did not receive any human rights grievances during
2023 and most of the contacts have been employment requests,
requests for new community initiatives and requests concerning
on-going projects. During the year, the OGM received
638 contacts, the majority of which came through a toll-free
number.
IMAGE  Responsibly mined cut and polished Zambian emerald
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 44

SECTION 2.2.2

Operations Review MRM and Other Projects (Mozambique)

M O N T E P U E Z R U BY M I N I N G L I M I TA DA ( “ M R M ” )

MRM is accessing the Montepuez ruby deposit, which is in


northeast Mozambique within the Cabo Delgado province, with
a licence that covers an area of 349 square kilometres. MRM is
believed to be the most significant recently discovered ruby deposit
in the world, supplying approximately 50% of the global supply of
rubies.

AUCTION REVENUES

In 2023, MRM held two mixed-quality auctions and one small


MOZAMBIQUE
commercial and low-quality auction generating total auction
revenues of USD151.4 million (2022: USD166.7 million).
Location Cabo Delgado province, Mozambique

The 21 ruby auctions held by Gemfields since starting in June Inception by Gemfields November 2011
2014 has now accumulated over USD1.05 billion in total revenue, Ownership structure 75% Gemfields
with USD257 million paid in mineral royalties and corporation 25% Mwiriti Limitada (local partner)

taxes to the government of Mozambique. Gemstones Ruby and corundum

Mining method Shallow open-pit


JUNE SEPTEMBER DECEMBER
Current life-of-mine 1
6 years to 2029

Mixed-quality Commercial-quality Mixed-quality


1 – Incorporates the second processing plant at MRM under construction, running
USD80.4 million USD1.5 million USD69.5 million at full capacity from the second half of 2025. Management is confident that
through further exploration, the life-of-mine will be extended in future reports.
The auction lots were made available for in-person and private
viewings by customers in Bangkok. Following the viewings,
the auctions took place via an online auction platform The auction saw 91 of the 94 lots offered for sale sold (97%), with
specifically adapted for Gemfields, which permitted an average realised price of USD265.99 per carat. This was
customers from multiple jurisdictions to participate in a significantly higher than previous auctions as one lower value lot
sealed-bid process. representing some 30% of the total weight offered at the auction
remained unsold.
The first mixed-quality auction of the year, was held in
Bangkok, Thailand from 5 to 20 June 2023, saw 51 companies MRM hosted a small auction for commercial and low-quality
placing bids and generated revenues of USD80.4 million. The ruby from 11 to 13 September 2023 and generated auction
revenues from this auction were up 20% from the previous ruby revenues of USD1.5 million. All 8 lots offered were sold (100%)
auction in December 2022 and signalled that the step-change with an average realised price of USD1.70 per carat. This auction
seen in market pricing for rubies in 2022 had been notably included a parcel of 134,030 carats that was unsold at the June
enhanced. mixed-quality auction.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 45

A L L R U BY A U C T I O N S H E L D BY M R M S I N C E I N C O R P O R AT I O N

120

100

80
USD (MILLIONS)

60

40

20


JUN 2014

DEC 2014

JUN 2015

DEC 2015

JNU 2016

DEC 2016

JUN 2017

DEC 2017

JUN 2018

DEC 2018

JUN 2020

DEC 2020

JUN 2021

DEC 2021

JUN 2022

DEC 2022

JUN 2023

DEC 2023
Mixed-quality    Higher-quality    Commercial-quality

The second mixed-quality auction was held in Bangkok, Thailand Mining


from 20 November to 5 December 2023, saw 53 companies
placing bids and generated revenues of USD69.5 million. All The mining operations at MRM comprise of several shallow, open-cast
97 lots offered for sale were sold, with an average realised price of pits split between three main operating areas: the Mugloto Block, the
USD290.02 per carat. Maninge Nice Block and the Glass Block. Mining is carried out as a
mechanised open-pit operation utilising excavators, loaders, articulated
Ruby prices continue to go from strength to strength, with these dump trucks and associated ancillary equipment. Loaded trucks haul
auctions showing that the demand and pricing for rough rubies is ore to stockpiles adjacent to the processing plant while waste is backfilled
decidedly healthy. into mined-out areas, which are then revegetated, thereby returning
the area to its natural aesthetic.

MRM PRODUCTION SUMMARY


12 MONTHS TO 12 MONTHS TO
31 DECEMBER 2023 31 DECEMBER 2022

Mining / Processing
Total rock handling – in thousand tonnes 7,965.8 7,025.7
Waste handled – in thousand tonnes 6,922.2 5,818.9
Ore production (primary and secondary) – in thousand tonnes 1,043.6 1,206.8
Ore processed (primary and secondary) – in thousand tonnes 1,109.4 1,147.2
Stripping ratio 5.9 4.1
Gemstone production
Premium ruby – in thousand carats 62.4 78.4
Ruby and corundum – in million carats 1.3 2.6
Grade (ruby and corundum/ore processed) – in carats/tonnes 1.2 2.3
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 46

Mining at MRM in 2023 focused on the Mugloto Block (83%) in (“FIDIC”) terms, with MRM’s payment obligations agreed in
order to extract higher-quality ruby-bearing ore, with the South African rand, equating to approximately USD70 million at
remainder coming from the Maninge Nice Block (11%), Glass foreign exchange rates from the time of the August 2023
Block (3%) and newly opened pit Natete (3%). announcement, excluding VAT and government levies.

Total rock handling increased in 2023, up 13% to 8.0 million The first payments for the processing plant were made in 2023
tonnes (2022: 7.0 million tonnes), while ore production fell by and early 2024, with the project running on schedule. Initial
14% to 1.0 million tonnes (2022: 1.2 million tonnes). In the payments used the Group’s cash resources, with the future
second half of the year, ore production was considerably lower payments expected to be funded through a mixture of cash
while waste mined rose, as space was cleared for the construction resources and new in-country debt. In addition, MRM expects a
of MRM’s second processing plant and new areas were prepared modest expansion of its mining fleet through 2025, with notable
for future ore storage. In total, 6.9 million tonnes of waste additional capacity being added in 2026.
material was handled, up 19% (2022: 5.8 million tonnes) with an
overall stripping ratio of 5.9. See ‘Operating costs and capital expenditure’ for more details on the
capital expenditure schedule for the second processing plant.
Processing
To support the power for the second processing plant, Gemfields
In 2023, MRM processed marginally more ore than it mined, is in discussion with a possible supplier to construct a
with 1.11 million tonnes going through the existing processing 12.47 Megawatt peak (“MWp”) solar power plant and
plant, down 3% (2022: 1.15 million tonnes). On average, the 20 Megawatt hour (“MWh”) battery energy storage system.
plant processed 92,447 tonnes per month, (2022: 95,597 tonnes
per month). Gemstone Production

MRM continues to have a considerable stockpile of ruby-bearing With MRM’s current constraints on processing, the focus
ore that has not been processed due to the constraints on continues to be on the higher-quality but lower-incidence ore.
processing capacity at the current plant. It is estimated to have The production of premium rubies in 2023 was down 20% to
over one year’s worth of mined ore ready for processing should 62.4 thousand carats (2022: 78.4 thousand carats). Total
there be capacity. gemstone production was down 52% to 1.3 million carats (2022:
2.6 million carats). The disconnection between total carats
MRM – Second processing plant produced and premium rubies is a reminder of the uneven nature
of coloured gemstones occurrence, and how rare premium rubies
On 7 August 2023, Gemfields announced that MRM had entered are, making up only 5% of total gemstone production by number
into a contract with Consulmet (Africa) Limited (“Consulmet”) of carats.
to construct an additional processing plant at MRM’s ruby mine
in Mozambique. The overall grade achieved in the period (total production
divided by ore processed) of 1.2 carats per tonne (“cpt”) is down
The addition of the second plant will triple MRM’s processing 46% (2022: 2.3 cpt), whereas the premium grade (premium ruby
capacity from the existing 200 tonnes per hour to 600 tonnes per production divided by ore processed) of 0.06 cpt is down 18%
hour, allowing MRM to process its sizeable stockpile, bring to (2022: 0.07 cpt). This does not take into account the value that
market additional size and colour variations of rubies, and assess different carats may have, and the overall reduction has been
and expand into additional mining areas. driven primarily by less production of the lowest quality/value
material such as low sapphires.
The Consulmet team completed initial site inspection, ground
survey and geotech work before commencing construction in Operating costs and capital expenditure
September 2023. Good progress has been made with the project
keeping up with the projected timeline and budget so far. The Total cash operating costs include mining and production costs and
new processing plant is expected to become operational during selling, general and administrative expenses. Total operating costs
the first half of 2025. include those costs and intercompany marketing, management and
auction fees, depreciation and amortisation, and mineral royalty
The contract is a ‘lump-sum turnkey’ contract based on industry and production taxes.
standard International Federation of Consulting Engineers
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 47

Total cash operating costs were USD47.0 million (2022: USD42 million expected to be paid in the year (expected total
USD46.1 million), giving a rock handling cash unit cost of project cost of USD70 million at exchange rates at August 2023
USD5.90 per tonne (2022: USD6.57 per tonne). announcement) and with final payments totalling USD7 million in
2025, alongside other sustaining and expansionary capex.
Costs at MRM are rising through inflation with high cost of fuel,
labour, spare parts and additional security elements put in place as Geology and exploration
a preventive measure on account of insurgency activities in the
region. Inflation cooled in the second half of 2023, with costs The MRM concession is located within the Mozambique belt, a
remaining at heightened levels. region known for its complex geological history characterised by
multiple tectonic events, including continental collisions and
The total operating costs in the period were USD94.9 million rifting, leading to the formation of diverse geological structures
(2022: USD96.6 million). and mineralisation processes.

Total cash capital expenditure in 2023 was USD25.9 million in The Montepuez Ruby Mine is supported by a JORC-compliant
the period (2022: 10.5 million), with a split of 28% sustaining Resources and Reserves statement produced by SRK, published
capex and 72% expansionary capex. USD13.2 million of the total in January 2020. The CPR supports the reporting of Mineral
spend in 2023 was the first payment for the construction of Resource and Ore reserves estimates in accordance with the 2012
MRM’s second processing plant. A second payment of edition of JORC, which confirmed a 15-year open-pit life-of-
USD6.7 million was made in February 2024. mine (“LoM”) plan to year 2034 based on MRM’s mining and
processing capacity at the time. An internal CPR is then updated
Capital expenditure will remain at heightened levels in 2024, as and published each year, accounting for an increase in exploration
payments continue for MRM’s second processing plant with a further and completed mining. With the increase in processing capacity

IMAGE  Ruby wash plant, Montepuez Ruby Mining, Mozambique


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 48

from the current 200 tph to 600 tph by June 2025, the new LoM government authorities, coordinating with Mozambican security
plan has been reduced to six years to 2029. The ongoing agencies, armed forces, third-party independent advisors and
exploration activities are aimed at increasing the resource base, security experts to assess the risks of operating in the region.
and the LoM as as well, with plans for a new third-party Resources
and Reserves report to be conducted in 2025, alongside the Health and Safety
launch of the second processing plant.
As reported previously, the Group was greatly saddened by the
The rubies around Montepuez are found in two types of deposits: loss of an on-duty protection services officer while crossing a
primary mineralisation hosted within amphibolite and secondary body of water. He will be remembered for his dedication to his
placer type found in gravel beds. The Montepuez Ruby Mine role, while we support his family and teammates following this
primarily exploits secondary deposits, which consist of alluvial devastating loss. Safety remains the Group’s highest priority and
and colluvial deposits formed from the weathering and transport in the weeks that followed, a third-party investigation into the
of primary ruby-bearing rocks. Primary rubies from amphibolite incident was concluded, subsequent risk analysis conducted, and
sources are typically tabular and hexagonal crystals with a strong an independent health and safety audit initiated, strengthening
basal plane and a pinkish red to light pink colour – often classified the company’s approach.
as sapphires, usually highly fractured with specific inclusions and
produce a relatively large volume of stones of low-quality. In the year, there were seven other lost-time injuries at MRM.
These injuries were due to lack of coordination during mechanical
Two new bulk sampling pits were opened during the year, Glass A and electrical work, a vehicle accident, unsafe lifting practices and
Pit 2 and Natete Pit 1, in March and September 2023 respectively related to slips, trips and falls. The health and safety policies and
to expand MRM’s operational areas as well as to upgrade procedures continue to evolve at MRM.
resources. Pit development planning is ongoing for both pits.
As part of a safety improvement plan, a third-party consultant
Protection services was engaged to conduct regular external audits on the health and
safety management systems in place on the mine. MRM operates
Illegal artisanal mining activity for 2023 saw a significant increase a ‘Zero-Harm Programme’, with new training in the year to
compared to 2022, particularly in the second half of the year with identify hazards and improve risk perception and mitigation.
the early onset of rains in November. The numbers of incursions
increases during the rainy seasons when water is available to wash Unfortunately, in December 2023, a third-party fatality occurred
the gravel to uncover the rubies. However, this increased water when a contractor vehicle ran over a member of the local
availability in turn increases the considerable risk involved in population during the construction of a community road.
artisanal mining. MRM works closely with the Mozambican Following this, a full investigation was conducted while the
authorities and local communities to raise awareness about the construction was halted, with corrective measures established for
dangers of such unsafe mining activities, tackle ruby smuggling the contractor to implement in coordination with MRM’s
and reduce the exploitation of vulnerable groups such as juveniles community engagement process.
by organised syndicates. In early 2024, there has been a noticeable
increase in the aggression shown by illegal miners on MRM’s Human resources
licence area, and is being closely monitored by
MRM’s management. As at 31 December 2023, 1,558 people were employed by MRM,
up 10% (2022: 1,421), comprises of 729 direct employees and
There continues to be a large number of displaced people in Cabo 829 contractors.
Delgado province in northern Mozambique due to the ongoing
insurgency in the region, which remains a concern. Sporadic A new clinic was built in the MRM camp and has been in use
insurgency incidents took place in 2023 within the northern part of since October 2023. A third-party is providing medical
the province, but it was quieter than previous years and had no direct practitioners and suitable equipment to raise standards of medical
impact on MRM’s operations. Insurgent activities escalated towards care available on site.
the end of the year in the north coastal region of the province.
The annual leave policy for expatriates and out of province
The health and safety of MRM and all Gemfields employees and national employees was revised to a uniform eight weeks-on,
contractors is the Group’s highest priority. MRM is continuously three weeks-off roster, from a previous 10-3 week and 11-2 week
in a state of high alert and maintains regular dialogue with policy respectively.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 49

CORPORATE RESPONSIBILITY Secondary School and the tarring of the road that passes through
Namanhumbir village. During the year, 29 thousand mobile
MRM’s corporate responsibility priority is to positively impact clinic consultations were carried out, a service that supports
the lives and livelihoods of the local communities surrounding its 10 surrounding villages.
concession. MRM focuses on community engagement and
project activities that are long-lasting and aligned with the Operational Grievance Mechanism
policies of the Government of Mozambique.
MRM established an Operational Grievance Mechanism
The Resettlement Action Plan (“RAP”) for the Nthoro community (“OGM”) in February 2021 to allow local communities to raise
and established Wikhupuri village continues, with an external historic and ongoing grievances relating to MRM’s operations.
entity hired to speed up the implementation of a Livelihoods The original OGM followed a quasi-judicial model and ended in
Restoration Programme through day-to-day assistance. There have July 2023 after recognising that grievances were not being
been challenges with encroachers disturbing some resettled villages, addressed in a sufficiently timely manner.
with engagement ongoing to resolve the issues.
In the light of the above, the OGM was redesigned using expert
MRM signed a seven-year implementation MoU with human rights consultants and following an intensive period of
Universidade Rovuma (“UNIROVUMA”) aiming to grant intensive community engagement, including two independently
scholarships to 30 students per year with intermediate or mediated sessions. This culminated in the executive of a
professional technical levels completing or attending higher Community Mediation Agreement on 30 June 2023 which
education in the Montepuez District, and to foster MRM provided for the agreed close-out in bulk of all historical
professionals in technological innovation processes. grievances (pre-1 January 2019), collective remedies and new
system for resolving grievances in relation to the period from
New projects in 2023 included a training programme for local 1 January 2019. The new OGM, known as “OGM 2.0”, follows a
community members as heavy earthmoving equipment operators dialogue and mediation-based approach with direct
at the Group’s Vocational Training Centre, the commencement of communication between claimants and MRM representatives and
IT lessons at the MRM-sponsored computer lab at Montepuez also follows the United Nations Guiding Principles on Business

IMAGE  Responsibly mined rough Mozambican rubies


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 50

and Human Rights (“UNGPs”). The performance of OGM 2.0 MML exploration for 2023 is summarised in the table below.
will continue to be assessed periodically by independent monitors.
Exploration and evaluation of MML’s concession continued in
More details on OGMs can be found on pages 86 and 87. 2023, with bulk sampling ongoing in limited areas around the
Namhaca block to detect ruby incidences. A total of 452 metres
Environment of auger drilling was completed in May 2023, and out of
93 boreholes drilled, 3 evidenced ruby mineralisation of tumble
As part of the road map for ISO 9001, ISO 14001 and ISO 45001 ruby and corundum and resulted in modest recovery of low-
(Quality, Environmental and Occupational Health and Safety quality ruby of varying grades.
Management Systems) certification, a gap analysis has been
conducted ahead of its implementation. Across the year, a total of 23.9 thousand carats of ruby and
corundum were produced, with 21 carats being premium ruby.
The rehabilitation of mined-out areas continues across MRM,
with three and a half hectares being replanted with locally In the year, MML applied for a Category A EIA/EMP
grown saplings. environmental licence, dated 9 May 2023, as required for future
development and expansion of the operations. An extension of
In December 2023, a third regulatory independent environmental land use rights (“DUAT”) for three areas covering the Namhaca
audit was conducted on MRM’s Environmental Impact block were made, dated 27 March 2023, and the approval remains
Assessment (“EIA”) and Environmental Management Plan pending.
(“EMP”) compliance. A third-party consultant was engaged to
conduct a cultural heritage study in coordination with the local Additional mining fleet is being procured under a leasing
community members. The result of the study indicated arrangement with CDJ, another Mozambican company of the
the presence of three sensitive sites which resulted in the mapping Group, to continue its exploration into 2024.
of such sites and suitable protection methods have been
established. N OV O M E G A R U M A M I N I N G L I M I TA D A ( “ N M M L” )

M E G A R U M A M I N I N G L I M I TA D A ( “ M M L” ) NMML is a venture between Gemfields, which owns 75% of the


company, and EME Investments SA, Mozambique, which holds the
MML is a venture between Gemfields, which owns 75% of the other 25%. NMML ruby-mining licence 7049C is located in the
company, and EME Investments SA, Mozambique, which holds the Montepuez, sharing a northern boundary with the existing MRM
other 25%. MML ruby-mining licence 7057C is located in the licence and covering approximately 190 square kilometres.
Montepuez District of Mozambique, sharing a boundary with the
existing MRM licence and covering approximately 155 square Exploration activities on concession 7049C were deferred in
kilometres. 2020 due to force majeure conditions resulting from the local

MML PRODUCTION SUMMARY


12 MONTHS TO 12 MONTHS TO
31 DECEMBER 2023 31 DECEMBER 2022

Mining / Processing
Total rock handling – in thousand tonnes 461.5 399.8
Waste handled – in thousand tonnes 421.4 354.5
Ore production (secondary) – in thousand tonnes 40.1 45.3
Ore processed (primary and secondary) – in thousand tonnes 35.7 49.3
Stripping ratio 8.9 7.0
Gemstone production
Ruby and corundum – in thousand carats 23.9 0.3
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 51

security situation preventing free access to most parts of the Novo Campos De Joia Lda 3 (“NCDJ3”), hold contiguous
licence area. However measures and processes are in place to exploration licences 6114L, 9059L and 9060L respectively, located
ensure that local statutory requirements are complied with in the immediately south of the NMML concession. In total, these four
intervening period. licences cover an area of 456 square kilometres.

Force majeure was lifted from NMML in April 2023, paving the The Environmental Licence (Category B) for 7427C is valid until
way for the renewal of the Environmental Licence (Category B), July 2024, allowing for exploration activities and bulk sampling.
originally lodged in December 2020. The licence has since been The land use rights (“DUAT”) application, which was filed in
received and is valid for 5 years until 4 December 2028. June 2019, has been approved at both the district and provincial
level, and the application is currently in the process of final
Exploration activities will be resumed in 2024. approval. As part of the DUAT application, an asset survey has
been completed and public consultation meetings are in progress.
E AST E R N R U BY M I N I N G L I M I TA D A (“ E R M ”)
To date, a total of 2,500 metres of auger drilling has been
ERM is a venture between Gemfields, which owns 80% of the completed, with 616 boreholes drilled in a diamond pattern
company, and Taibo Mucobora, who holds the other 20%. ERM’s covering three sub-blocks. Of 490 boreholes, 399 intersected
mining licence 8277C is valid for 18 more years and covers an area with secondary ore and 91 intersected with clay, laterite and
of approximately 116 square kilometres, sharing a western boundary weathered gneiss. A total of 67.2 tonnes of auger drilling samples
with NMML’s licence. were processed and 14.2 tonnes of concentrate were transported
to MRM for processing. Through the analysis of the
The establishment of an ERM camp has been completed, with 490 boreholes, four recovered ruby and tumble ruby incidences of
key employees now staying on site. Further construction continues 0.01 and 0.14 grams respectively, while four recovered 0.31 grams
to formalise the facilities, including building a workshop. The of low ruby, sapphire and low sapphire.
contract to build a new 100 tonnes-per-hour processing plant,
with dense media separation and basic sorting facilities is expected In an extended area of CDJ, contractual auger drilling started in
to be awarded shortly and the plant’s construction is aimed to December 2022 for a total of 800 metres and 221 boreholes with
commence in 2024. samples processed. A total of 0.8 carats of varied quality rubies
were recovered from 5 boreholes and 23.55 carats of garnet were
A considerable number of illegal artisanal miners and traders are recovered from 9 boreholes.
working within the licence area. Managing this has been a key
focus in 2023 and also going forward. The expanded presence at CDJ is being developed as an exploration company capable of
ERM’s camp and increased mining activities will support this in providing exploration services to other Group companies in the
partnership with the local armed forces and police. region on a contractual basis. Registration for operatorship under
CDJ was completed and a licence has been received, valid for five
A total of 572 metres of auger drilling had been completed before years until October 2027, to carry out exploration activities in
the end of 2023, with 239 boreholes covering an area of eight ERM’s 8277C licence area. Registration with other Gemfields
squared kilometres, with 0.05 grams of tumble ruby found. Group companies will be commenced in the future.
Trenching and bulk sampling has commenced to establish the
economic validity of the project. CDJ will provide support to MML on a leasing basis, providing
mining equipment and a processing plant. The licence
An Environment Licence (Category A) has been applied for and requirements and an inter-company agreement were achieved in
is expected to be received in 2024, ahead of larger-scale mining February 2024.
connected with the bulk sampling and new processing plant.
Demarcation of the licence boundary for Novo Campos de Joia
C A M P O S D E J O I A L I M I TA D A (“ C D J ”) Lda 1, 2 and 3 (6114L, 9059L and 9060L) were received in
July 2022 and is due to expire in the first quarter of 2024.
CDJ is a Gemfields holding company, entirely owned by it and An application has been made to for a three-year renewal. An
registered in Mozambique. Mining title 7427C is held by this EIA/EMP Category B licence for the same licence areas was
holding company and is located 10 kilometres to the northwest of awarded in August 2022 and is valid for five years until 25 July
MRM. Three other registered companies, Novo Campos De Joia 2027. Further exploration activities in these licence areas will
Lda 1 (“NCDJ1”), Novo Campos De Joia Lda 2 (“NCDJ2”) and continue this year.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 52

SECTION 2.2.3

Operations Review Fabergé Limited

Fabergé is one of the world’s most renowned names in luxury, During the same period, Fabergé recorded an EBITDA loss of
underscored by a well-documented, rich, illustrious heritage. USD3.7 million (2022: EBITDA loss of USD1.5 million), with
As a wholly owned subsidiary of Gemfields, Fabergé operating expenses of USD9.8 million (2022: USD9.2 million).
provides direct access to the end consumer of coloured gemstones
through directly operated boutiques and international wholesale PRODUCT DEVELOPMENT
partners, and boosts the international presence and perception of
coloured gemstones through its consumer-focused marketing campaigns. For the year ending 31 December 2023, Fabergé expanded its
chic, contemporary Colours of Love collection (which champions
POINTS OF SALE the use of Gemfields gemstones across a variety of products),
including an extension to the Cosmic Curve rings with the
For the twelve months to 31 December 2023, Fabergé addition of a rainbow bracelet, necklace and earrings.
directly operated two points of sale: a concession in the
Harrods Fine Jewellery Room, London, UK and mono- As part of the Maison’s mission to celebrate ‘A Life in Colour’, and
brand boutiques located in the world-famous Dubai Mall, reach a younger demographic with product category extensions,
Dubai, UAE. Fabergé added a series of neon egg pendants to the Essence
collection. Available in two different egg sizes, the lacquered egg
Fabergé products were also available in Australia, Austria, Albania, pendants are available in neon shades of pink, orange, green, blue
Andorra, Azerbaijan, Bahrain, Belgium, Canada, Mainland China, and yellow.
Cyprus, Czech Republic, France, Germany, Greece, Holland,
Hungary, Hong Kong, India, Indonesia, Iraq, Ireland, Italy, Japan, The Fabergé x Game of Thrones high jewellery collection
Jersey, Jordan, Kuwait, Macau, Malta, Moldova, New Zealand, expanded to include two new rings, with one of the pieces,
Norway, Poland, Portugal, Qatar, Romania, Saint Martin, Saudi featuring Gemfields Mozambican rubies, debuting at Gemfields’
Arabia, Singapore, South Africa, Spain, Switzerland, Thailand, Paris Couture showcase in July for ruby month.
United Arab Emirates, United Kingdom, Ukraine and the USA,
through its network of retail partners. Fabergé extended the ‘Fabergé in Bloom’ series of limited-edition,
floral-inspired egg objets, with the addition of Wild Rose, Twin
In addition, Fabergé products are listed for purchase online via Flower, Anemone and Cactus egg objets.
Faberge.com, Net-A-Porter, Harrods.com, Farfetch, Saks.com
and a host of other third-party online marketplaces. The best-selling Heritage surprise lockets received some new
additions to the collection, including two new surprises (a Crown
The total number of Fabergé points of sale increased from 128 to and State Coach) to commemorate the coronation of King
145 during the period. Charles III, as well as two new animal surprises – a Turtle and a
Bee, the latter of which donates a portion of sales to the Prince
FINANCIAL PERFORMANCE Albert II of Monaco Foundation.

In 2023, Fabergé achieved revenue of USD15.7 million M A R K E T I N G A N D C O M M U N I C AT I O N S


(2022: USD17.6 million). The decrease in revenue was driven by
a reduction in wholesale sales and the one-off sale of the Fabergé During the period, Fabergé placed a strong focus on celebrity
x Game of Thrones egg objet in 2022. dressing opportunities, showcasing Fabergé and coloured
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 53

gemstones on the red carpet and at major events. Celebrities Fabergé is a certified member of the Responsible Jewellery
who wore Fabergé in 2023 include Adeel Akhtar, Andreea Council, thereby demonstrating its commitment to responsible
Cristea, Audra McDonald, Becky Hill, Carrie Underwood, business practices. The company was recertified for three years
Charli XCX, Demmy Ladipo, Kate Beckinsale, Kim Petras, following an independent audit in October 2023.
Marrion Areola Valette, Mary Fitzgerald, Munroe Bergdorf,
Nam Laksanakarn, Nastia Liukin, Natalie McQueen, Precious More details can be found in the ESG Report on page 88.
Mustapha, Rina Sawayama, Sabrina Elba, Sofiá Reyes, Therica
Wilson-Read, Usher and Utkarsh Ambudkar.

Fabergé also continued to promote and sell its creations and


deliver its key messaging through leading jewellery trade shows
and exhibitions such as Vicenzaoro, Italy, Inhorgenta, Germany,
Houlden, UK and the Jewellery & Watch show, Abu Dhabi.

March 2023 saw the grand unveiling of the Fabergé mono-


brand boutique in Macau, which was opened in partnership
with MGM Cotai. Antony Lindsay, Fabergé CEO, attended a
series of VIP and media events to commemorate this moment.
As part of the celebrations, the Fabergé x Game of Thrones Egg
Objet, and complementary high jewellery collection, was
displayed for the first time in China.

In May 2023 Fabergé hosted a wholesale conference in


London, flying in over 60 guests from a host of the top
Fabergé authorised retailers globally. Guests were
accommodated at The Londoner Hotel, and a two-day
showcase was set up in one of the hotel’s private rooms. A gala
dinner was hosted at the White Tower at the Tower of
London, just two days before the Coronation of King Charles
III. During this private dinner, guests were given a world-
first, under-embargo, preview of the Fabergé x 007 collection,
which launches on 25 March 2024.

From June to September, Fabergé partnered with the Ritz-


Carlton Beijing on a Fabergé themed afternoon tea. A media
event was hosted to kick off and promote the partnership.

Fabergé’s partnership with Regent Seven Seas Cruises reached a


crescendo in December 2023 with a spectacular gala event in
Miami. Sarah Fabergé christened Regent’s newest ship, Seven Seas
Grandeur and, as godmother of the ship, she also unveiled the one-
of-a-kind Fabergé x Regent ‘Journey in Jewels’ Egg Objet. This
unique objet d’art is the pièce de résistance of Regent’s 1,600-piece IMAGE  Model wears Fabergé x Game of Thrones White and Rose Gold
art collection now on display aboard Seven Seas Grandeur, and is Ruby and Diamond Dragon Skeleton Wrap Ring featuring a Gemfields
the first Fabergé egg to permanently reside at sea. Mozambican ruby
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 54

SECTION 2.2.4

Operations Review New Projects and Other Assets

ETHIOPIA The Ethiopian Federal Ministry of Mines terminated WGM’s


exploration licence in October 2022, stating, incorrectly, that no
Gemfields owns 75% of Web Gemstone Mining plc (“WGM”), a exploration work had been carried out in the nine years since the
company that holds a 148.6 square kilometre emerald exploration licence was issued. There was no acknowledgement of the extensive
licence in southern Ethiopia. exploration programme the company had conducted, nor of the
considerable investment made to develop the licence, nor of the
Exploration activity began in June 2015 in an area in the northern 2018 licence invasion and subsequent force majeure circumstances
part of the licence, called the Dogogo Block. The area was selected that prevented the company from resuming operations. The
based on conducive geological settings and evidence of past company challenged the termination on the grounds that it was
artisanal activity. The licence area was evacuated in June 2018 based on inaccurate information and because due process was not
after the operational and residential areas of the project were followed in the cancellation of the licence. The Ministry of Mines
invaded by an armed mob. Gemfields has not yet returned to the has subsequently engaged in dialogue to revoke the termination
licence area in an operational capacity due to ongoing instability, letter and reinstate the licence, and a letter was issued to that effect
which has led to significant delays to WGM’s Return-to-Work by the Ministry of Mines in December 2023 and the company is
(“RTW”) plan. preparing to submit a renewal application.

IMAGE  Birdhichand Ghanshyamdas Jewellers featuring Gemfields Zambian emeralds


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 55

MADAGASCAR Operations were discontinued briefly in the project in the last


week of November 2022 due to an evacuation of the camp that
Oriental Mining SARL, a 100% subsidiary of Gemfields, holds a was triggered as a measure of precaution in response to insurgent
number of concessions for a range of minerals, including emerald activity in the forest about 15 kilometres south of the NRL
and sapphire. camp. The operations resumed in the first week of December.
Another evacuation took place on 13 February 2023 due to the
Gemfields has been finalising its plans to set up a full-time insurgent activity that occurred at the Nairoto Village, about 15
presence in Madagascar and aims to have an office and team kilometre to the southwest of the camp. Unfortunately, the
established in-country by the end of Q2 2024. This team will be operations remained suspended until last week of April, when
in a position to immediately start technical due diligence of the area was adequately secured by the state forces for the
several acquisition targets and exploration opportunities. employees to return to site. Most of the licence areas have been
placed under force majeure since February 2023 and remain at
N A I R OTO R E S O U R C E S L I M I TA D A ( “ N R L” ) this status until further notice. During the year three Mining
Concessions were demarcated as part of the ongoing DUAT
Nairoto is a joint venture between Gemfields Ltd (75%) and process to obtain the environmental permit for mining
Mwiriti Lda (25%), the Group’s existing partner in MRM. The operations to commence.
company became fully functional in January 2020. NRL is the
beneficial owner of all 12 licences located about 30 kilometres to the SRK Exploration Ltd. (“SRK EX”) engaged to provide advisory and
north of the MRM concession, covering an area of 1,958 square technical support with an initial focus on secondary gold resources,
kilometres. The licences hold exploration potential for gold (both leading to the identification and evaluation of the primary source.
primary and secondary), ruby and allied minerals. SRK EX has completed this exercise for all 12 licences and the

IMAGE  Mixed sapphires
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 56

outcome is encouraging. In total, 63 prioritised targets have been Phase 1 follow-up grids vary between 50 metres by 100 metres
generated within the NRL licence areas. A decision was made in and 200 metres by 200 metres; to date, the first phase of sampling
early 2023 to carry out Reverse Circulation (“RC”) drilling in the has been completed on 9 licences and all the results have been
TL5 area in which mineralised zones were delineated in trenches received. Phase 2 infill sampling is conducted on phase 1 grids
excavated earlier in 2021 and 2022. Regional soil and infill sampling that show good continuity in the gold mineralisation. By the end
in rest of the licences continued throughout 2023. of 2023, phase 2 infill soils had been completed on three licences
and results returned from one licence.
SRK EX collaboratively with SRK Consulting (South Africa)
(Pty) Ltd. have carried out a review of exploration activities of Target Area (“TLs”) trenching activities during 2023 are
NRL including the extensive regional soil sampling, RC drilling summarised below:
and associated analytical results, leading to production of an
Independent Technical Report (“ITR”). SRK EX carried out • Trenching was conducted on licence 9786C during 2023 on
field visits in November 2023 for this review. targets TL10 and TL11. In total, 987 metres were excavated
from 12 trenches. 351 samples were submitted to ALS
This reassessment was conducted based upon new data gathered by Global for analysis. Results are pending.
NRL during the 2022/2023 exploration programmes and resulted • Trenching was also conducted on 9783C on the TL5 and
in 18 priority targets, within 8 of the 12 NRL tenements, being TL5N prospect area. In total. 1,173 metres were excavated
defined. These priority targets, considered to hold the highest from 15 trenches. 1,538 samples were submitted to ALS
potential to host Au mineralisation, formed part of the 63 targets Global for analysis. Results have been received confirming
identified in the 2022 study. that the TL5N area has sub-surface gold mineralisation of
sub-economic grades.
SRK further carried out a 3-D geological model based on the RC
drilling data to decipher the disposition of the gold mineralised RC drilling was also initiated in 2023 at the TL1, TL5 and TL5
bodies, and provided an outline for further drilling programme in North prospect areas. Drilling commenced at TL1 to test the
the area. shallow potential of gold mineralisation under a stream that is
host to economic alluvial gold extraction. 306 metres of drilling
The bulk of the exploration work conducted during 2022 and was completed from 10 shallow drill holes. Results suggest that
2023 was the regional and infill soil sampling programmes. All no further detailed exploration be carried out on this target and
samples have been submitted to ALS Global in South Africa for it remains an attractive site for the extraction of alluvial and
multi-element analysis. By the end of 2023, all 12 licences had had colluvial gold due to the close proximity to the pilot plant.
the regional soil sampling completed, amounting to
17,697 samples. Results are outstanding from two exploration At TL5, 1,498 metres of drilling was completed from 18 drill
licences 8531L and 8533L. Regional soil sampling is conducted holes and positive results have been returned from 13 drill holes.
on grids with spacings of between 200 metres by 200 metres and At TL5 North, 55 metres of drilling was completed from 1 drill
400 metres by 800 metres depending on the SRK priority, host hole.
lithology and structural complexity. The regional sampling
identified two types of gold anomalies for follow-up infill sampling: Areas of focus for 2024 that are under consideration include:

• CATEGORY A: Multi-point anomalies displaying elevated • Complete the infill soils programmes on all licences.
Au values and a degree of clustering and continuity. • Complete the drone magnetic survey across selected targets.
Anomalies that fall over geologically complex areas or follow • Trenching of new gold in soil anomalies defined from infill
geological features such as shear zones or fold axes. These are soil sampling.
prioritised for immediate follow-up. 64 anomalies have been • RC drilling of new targets defined from trenching.
identified. • Continued shallow RC drilling at the TL5 prospect to
• CATEGORY B: Single-point anomalies or multi-point further evaluate the deposit.
clusters with low Au values, less clustering and a lesser degree • 1,000m of diamond drilling at TL5 to test the depth
of continuity. These are prioritised for later follow-up. 97 extensions to the gold.
anomalies have been identified.
Operations at the Nairoto pilot plant were put on hold from
Follow-up sampling commenced during the 2023 field season and 4 February to 22 April 2023 due to the insurgency issues and
to date 10,600 samples have been collected on nine licences. evacuation of the camp. With a single-shift operating system, the
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 57

plant was restarted in late April and the following sample material As part of its social responsibility initiative, NRL carried out the
was processed for the year: following activities, among others:

• TL1 trench: 1,814 tons at 0.01 g/t. • Financial support for Quirimbas National Park, which aims
• TL5 & TL5N trench: 2,480 tons at 0.02 g/t. to reinforce its patrolling capacity and support internal
• TL10 trench: 762 tons at 0.01 g/t community development plans.
• TL1 River: 2,957 tons at 0.3 g/t. • Support to Nairoto Health Centre with basic medicines,
with special focus on an anti-malarial drive.
The total feed for the year through the plant was 8,013 tons. A • Installation of a solar power system at the maternity centre of
total of 582 grams of concentrate was produced, which generated the Nairoto Health Centre.
401.7 grams of gold doré with the estimated in situ ore grade • Installation of a solar-powered streetlight system mounted
being 0.12g/t. The plant utilisation in general was over 80% on a on poles at Nairoto.
single-shift operation. • Handover of offices built for Nairoto primary school.
• Distribution of vegetable seeds for small farmers in three
NRL is considering a project to set up a 50 tph alluvial gold communities surrounding NRL.
treatment plant to support the exploration activity more • Support to repairing 3 water hand pumps in Nacololo, 2 in
effectively. If constructed, it is planned to be a modular-cum- Namoro, and 3 in Namagico.
mobile treatment plant that can be moved to different
exploration locations as required.

IMAGE  Agricultural projects, Zambia


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 58

SECTION 2.3

Gemstone Resources and


Gemstone Reserves Summary
This section is a condensed overview of GGL’s Gemstone until October 2021 before transferring to Kagem. He has
Resources and Gemstone Reserves Report 2023, which contains a more than ten years’ relevant experience in this style of
comprehensive review of the Gemstone Resources and Gemstone mineralisation.
Reserves for Kagem and MRM as at 31 December 2023 and
details the location, geology, mining, processing and operational The Competent Person’s address is Kagem Mining Ltd, PO Box
statistics at Kagem and MRM. The complete Gemstone Resources 21657, Plot 6374, Corner Dr. Aggrey and Kariba Roads, Light
and Gemstone Reserves Report effective at 31 December 2023 Industrial Area, Kitwe, Zambia.
and the Competent Person’s Report (“CPR”) for Kagem and
MRM for 2019, from which the 2023 Report was compiled, are • Murlidhar Gautam, Head of Geology, MRM, MTech
available online at www.gemfieldsgroup.com. (Applied Geology), MAusIMM, is the Competent Person
responsible for reporting Gemstone Resources and
GGL’s attributable Gemstone Resources and Gemstone Reserves Gemstone Reserves at MRM in this report. Murlidhar
are reported according to, and in compliance with, the SAMREC Gautam was Head of Production and Exploration with
Code (2016 edition), with special reference to sections 60 to Kagem Mining Ltd until October 2021 before transferring
72 of SAMREC related to the reporting of results for diamond to MRM. He has over 21 years’ experience in Exploration
and other gemstone properties. and Mining different commodities, such as diamond,
emerald, copper, bauxite and ruby. He has relevant
At the Effective Date of 31 December 2023, GGL had experience in this style of mineralisation.
total attributable mineral resources of 1,130 million carats
(“Mct”) of combined emerald and beryl at an average value of The Competent Person’s address is Montepuez Ruby Mining Lda,
USD2.90/ct, which is lower than previous years due to being based Avenida Eduardo Mondlane, No. 178, Edifico Cruz Vermelha,
on only one higher-quality emerald auction in the year following Cidade De Pemba, Cabo Delgado, Mozambique.
the withdrawal of the planned November 2023 auction, and
497 Mct of ruby and corundum at an average value of The address of the Australasian Institute of Mining and Metallurgy
USD23.46/ct (average 2014–2023). is Ground/204 Lygon St, Carlton VIC 3053, Australia.

All Gemstone Resources are inclusive of the Gemstone Reserves. The CPs have confirmed to GGL in writing that the contents of
this report are consistent with the CPR for Kagem and MRM and
COMPETENT PERSONS AND CONSENT operational records for the period 1 July 2019 to 31 December
2023, and comply with the requirements of Section 12 of the JSE
The Competent Persons (“CPs”) in terms of SAMREC who take Rules and the SAMREC Code.
responsibility for the reporting of Gemstone Resources and Gemstone
Reserves for Kagem and MRM in this report are respectively: The CPs further consent to the disclosure of the 2023 Gemstone
Resource and Gemstone Reserve Statement in the form and
• Hemant Azad, Head of Geology, Kagem, PE & MSc context in which it is presented.
(Geology), MAusIMM, & MAIG is the Competent Person
responsible for reporting of Gemstone Resources and This report contains statements of a forward-looking nature,
Gemstone Reserves at Kagem in this report. Hemant was which involve various uncertainties that may cause the actual
Head of Geology with Montepuez Ruby Mining Limitada results to differ materially from those presented.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 59

Rounding off of figures in this report may result in minor RZ material is loaded into trucks and transported directly to the
computational discrepancies. Where these occur, the CPs do not processing facility.
consider them to be material.
Open-pit optimisations determined the economic pit shells,
A B R I D G E D R E V I E W P E R O P E R AT I O N which were used for mine design and production scheduling.

Kagem The processing/wash plant (capacity 330 ktpa ore) processes RZ


material mined directly from the open pit through a simple series
Kagem is located in the Ndola Rural Emerald Restricted of comminution, screening, washing and sorting facilities.
Area (“NRERA”) within the Kafubu area of the Zambian
Copperbelt Province. Kagem operates in terms of a large-scale The wash plant products, together with the high-quality product
gemstone licence 14105HQ LSGL over an area of 42.4 square recovered directly from the mine, are essentially hand-sorted in
kilometres issued on 27 April 2010. The licence was renewed on a secure sort house facility where gemstones are upgraded using
10 December 2019 for a further 25 years and is now valid until manual methods to produce emerald (subdivided into premium
26 April 2045. A large-scale mining licence 8749HQ LML for emerald and emerald) and beryl (subdivided into beryl-1, beryl-2,
the Chibolele mine was renewed on 30 August 2019 for 25 years specimen and fines categories).
and transferred to Kagem on 1 October 2019.
The life-of-mine (“LoM”) plan provides for plant feed of
The emerald deposits are hosted by talc-magnetite schists 146 thousand tonnes per annum (“ktpa”) with an average feed
(“TMS”) of the Muva Supergroup. The Gemstone Resources grade of 201 ct/t through to 2044. Kagem forecasts to recover
are reported within an optimised pit shell using the same 750 Mct over the LoM.
input parameters as those in the mining study, but with a 30%
mark-up on the anticipated prices to reflect an optimistic view. The auctions in 2023 realised USD43.5 million from the sale of
All grades quoted reflect beryl and emerald, expressed as carats 0.264 Mct of higher-quality emeralds and USD46.4 million from
per tonne. the sale of 6.36 Mct commercial-grade quality emeralds.

Conventional open-pit mining using drill-blast-load-haul For the year ended 31 December 2023, Kagem recovered 30.0 Mct
methods is done with Kagem-owned in-house fleet and contractor from 248 thousand tonnes (“kt”) of RZ ore at an average grade of
provided labour. 122ct/t.

The steeply dipping reaction zones (“RZs”) are mined using The cash rock handling unit cost for 2023 of USD4.10/t ore
manual intensive methods with the assistance of hydraulic (2022: USD4.30/t).
excavators under close supervision during daylight hours. All
large and high-quality coloured gemstones are hand-sorted at the Further details on Kagem’s performance in 2023 are available in the
mining face and are placed in a drop-safe-type container that is Operations Review on pages 38 to 43, which also includes Kagem’s
tagged and closed with security-controlled locks. The remaining approach to corporate responsibility.

IMAGE  Responsibly mined rough Zambian emeralds


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 60

K AG E M G E M STO N E R E S O U R C E S A N D G E M STO N E R E S E R V E S E ST I M AT E S

The Kagem Gemstone Resources and Gemstone Reserves estimate (75% basis) for 31 December 2023 is set out below. Resources are
reported at a bottom screen cut-off of 3 mm and are inclusive of the Gemstone Reserves. No Inferred Gemstone Resources are included
in the LoM plans, which support the Gemstone Reserve declaration.

Kagem Attributable Gemstone Resource and Gemstone Reserve Estimate at 31 December 2023

GEMSTONE RESOURCE TONNAGE B+E GRADE CONTAINED B+E GEMSTONE RESERVES TONNAGE B+E GRADE CONTAINED B+E
ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct) ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct)

Chama Chama
Measured 216 282 61 Proved 173 187 32
Indicated 3,257 270 879 Probable 2,606 218 568
Total Measured + Indicated 3,473 271 940 Total Gemstone Reserve 2,778 216 600
Inferred – – –
Fibolele Fibolele
Measured – – – Proved – – –
Indicated 92 160 14 Probable 69 139 10
Total Measured + Indicated 92 160 14 Total Gemstone Reserve 69 139 10
Inferred 900 160 144
Libwente
Measured – – –
Indicated – – –
Total Measured + Indicated – – –
Inferred 150 46 7
Stockpiles Stockpiles
Measured 469 139 65 Proved 469 139 65
Indicated – – – Probable – – –
Total Measured + Indicated 469 139 65 Total Gemstone Reserve 469 139 65
Inferred – – –
Chibolele Chibolele
Measured 397 160 63 Proved 317 128 41
Indicated 259 180 47 Probable 207 160 33
Total Measured + Indicated 656 157 110 Total Gemstone Reserve 524 141 74
Inferred 413 200 83
Total M+I Gemstone
4,690 241 1,130 Total Gemstone Reserves 3,841 195 749
Resources
Total Inf Gemstone Resources 1,463 160 234
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 61

RECOVERED GRADE IN 2023 (ct/t) 2023


PARCEL VALUE
GEMSTONE RESOURCE GRADE AND VALUE Chama Fibolele Chibolele Libwente (USD/ct)

Premium Emerald 0.88 – 0.89 – 231.81


Emerald 39.14 – 124.80 – 8.28
Beryl-1 50.50 – 245.60 – 0.14
Beryl-2 47.35 – 478.25 – 0.01

Note: The ‘Emerald’ category is sold via three sales channels: higher-quality auctions, commercial-quality auctions, and direct sales. This price is the weighted average of
(a) auction revenue per carat for ‘Emerald’ lots at higher-quality auctions, (b) auction revenue per carat for ‘Emerald’ lots at commercial-quality auctions, and
(c) Export prices per carat for direct sale ‘Emerald’ grades, whereas weighted average of direct sale export prices per carat for Beryl-1 (<16mm) and Bery-1 (>16mm) and
Beryl-2. Kagem assumes an allowance of three months between a stone coming out of the ground and becoming available for auction (cleaning, grading, quality control,
shipping, viewing, etc.), hence we have used the auction revenue figures for the 12-month period from October 2022 to September 2023.

The comparative Kagem Gemstone Resource and Gemstone


Reserve estimate attributable to GGL (75% basis) at 31 December
2022 is set out on the following page. The key differences
between the 2022 and 2023 attributable Gemstone Resource and
Gemstone Reserve estimates are explained as follows:

Gemstone Resources:

• The base data used of mining and production at Chama,


where RZ (519 Kt) mined and produced carats (105 million
carats) from July 2019 to December 2023, which cater
confidence and reference for the upgrade of the resource, a
material value for a conservative consideration.
• The base data used was actual bulk sampling mining and
production at Chibolele, where RZ (278 Kt) mined and
produced carats (34 million carats) from December 2017 to
December 2023, which cater confidence and reference for
the upgrade of the resource, a material value for a
conservative consideration.
• Upgrade in Gemstone Resource category at Chama due to
additional oriented drilling as recommended.
• Ore depletion in Chama and Chibolele and addition of
Measured Gemstone Resources in surface stockpiles in Chama.

Gemstone Reserves:

• Small increase in the Proved Gemstone Reserves at


F10 sector of Chama due to additional oriented drilling.
• Maiden declaration of Proved and Probable Gemstone
Reserves at Chama and Chibolele. Drilling conducted to
confirm the geological understanding and the Measured
Resources converted into Proved Reserves; and
• Ore depletion in Chama and Chibolele and addition in
Chama of Proved Gemstone Resources in surface stockpiles. IMAGE  Responsibly mined rough Zambian emeralds
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 62

Kagem Attributable Gemstone Resource and Gemstone Reserve Estimate at 31 December 2022

GEMSTONE RESOURCE TONNAGE B+E GRADE CONTAINED B+E GEMSTONE RESERVES TONNAGE B+E GRADE CONTAINED B+E
ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct) ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct)

Chama Chama

Measured 170 282 48 Proved 173 187 32

Indicated 3,188 270 861 Probable 2,606 218 568

Total Measured + Indicated 3,357 269 903 Total Gemstone Reserve 2,778 216 600

Inferred – – –

Fibolele Fibolele

Measured – – – Proved – – –

Indicated 92 160 14 Probable 69 139 10

Total Measured + Indicated 92 160 14 Total Gemstone Reserve 69 139 10

Inferred 900 160 144

Libwente

Measured – – –

Indicated – – –

Total Measured + Indicated – – –

Inferred 150 46 7

Stockpiles Stockpiles

Measured 417 139 58 Proved 417 139 58

Indicated – – – Probable – – –

Total Measured + Indicated 417 139 58 Total Gemstone Reserve 417 139 58

Inferred – – –

Chibolele Chibolele

Measured 442 160 71 Proved 354 128 45

Indicated 259 180 47 Probable 207 160 33

Total Measured + Indicated 701 167 117 Total Gemstone Reserve 561 139 78

Inferred 413 200 83

Total M+I Gemstone


4,567 240 1,098 Total Gemstone Reserves 3,732 201 750
Resources

Total Inf Gemstone Resources 1,463 160 233


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 63

RECOVERED GRADE IN 2022 (ct/t) 2023


PARCEL VALUE
GEMSTONE RESOURCE GRADE AND VALUE Chama Fibolele Chibolele Libwente (USD/ct)

Premium Emerald 1.44 – 0.24 - 138.29


Emerald 52.21 – 30.87 - 9.68
Beryl-1 55.20 – 42.02 - 0.11
Beryl-2 58.14 – 70.61 - 0.01

Note: The ‘Emerald’ category is sold via three sales channels: higher-quality auctions, commercial-quality auctions, and direct sales. This price is the weighted average of
(a) auction revenue per carat for ‘Emerald’ lots at higher-quality auctions, (b) auction revenue per carat for ‘Emerald’ lots at commercial-quality auctions, and
(c) Export prices per carat for direct sale ‘Emerald’ grades, whereas weighted average of direct sale export prices per carat for Beryl-1 (<16mm) and Bery-1 (>16mm) and
Beryl-2. Kagem assumes an allowance of three months between a stone coming out of the ground and becoming available for auction (cleaning, grading, quality control,
shipping, viewing, etc.), hence we have used the auction revenue figures for the 12-month period from October 2022 to September 2023.

MRM –1.6 mm solids, followed by a log washer to break up clay balls


and a double deck wet screen to remove +25 mm stone fraction
MRM is located in Cabo Delgado province in northeastern and –1.6 mm fines.
Mozambique, approximately 170 kilometres west of Pemba.
MRM is the world’s single-largest producing ruby mine. The An additional processing plant is currently being constructed at
single mining licence 4703C Ref. 1588/CM/INAMI/2015 MRM. This will increase the processing capacity from 200 tonnes
(combining the two initial licences 4702 and 4703) covering an per hour to 600 tonnes per hour. The project is expected to be
area of 34,996 ha was issued by the Government of Mozambique completed in the first half of 2025.
to MRM in December 2015, valid until 11 November 2036.
More details on MRM’s second processing plant are available on
The Montepuez ruby deposit is hosted by the Montepuez pages 46 and 47.
Complex, a strongly ductile-deformed, wedge-shaped,
metamorphic terrane. After washing and separation in the plant, the resulting gravity
concentrate is sorted by hand in the high-security area under strict
Ruby and corundum mineralisation is found in two styles: supervision incorporating automatic colour sorting machines.
primary amphibolite, and a secondary gravel bed. The main source
of rubies and corundum is secondary mineralisation, although The current life-of-mine (“LoM”) plan production requires a
mining has also occurred from the primary mineralisation. The ramp-up from 7.7 Mtpa total ore and waste to 20 Mtpa by 2026,
gravel bed horizon is generally less than two metres thick, with an with ore mining increasing to 3.8 Mtpa by 2026, and is projected
average thickness of 0.45 metres. to extend to 2029 (LoM of 6 years). The future LoM plan expects
to achieve an overall stripping ratio of 4.3 over the LoM.
Grade control is constrained to visual inspection and mining of
the mineralised zones is only undertaken during daylight hours. For the year ended 31 December 2023, MRM recovered
Geologists on site direct the mechanical loader from within the 1.3 Mct from 1,044 kt ore at an average grade of 1.2 ct/t.
pit area to ensure that the gravel bed is mined correctly. An owner- The rock handling cash unit cost was USD5.90/t in 2023 (2022:
operated fleet undertakes all material movement. USD6.57/t).

A processing plant including a scrubber, rated at 200 tph of The auctions in 2023 realised USD151.4 million from the sale of
RoM feed, and a dense medium separation plant (“DMS”), 1.41 Mct of mixed- and commercial-quality rubies.
rated at 83 tph of washed –25 mm+1.6 mm material, was
commissioned in December 2016. A new thickener was Further details on MRM’s performance in 2023 are available with
installed in 2019–20 to meet the operating capacity. The wash in the Operational Review on pages 44 to 51, which also includes
plant flowsheet incorporates wet scrubber screening to remove MRM’s approach to corporate responsibility.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 64

M R M G E M STO N E R E S O U R C E S A N D G E M STO N E R E S E R V E S E ST I M AT E S

The MRM Gemstone Resources and Gemstone Reserves estimate attributable to GGL (75% basis) at 31 December 2023 is set out
below. Gemstone Resource grades are quoted with a bottom cut-off stone size of 1.6 mm and are inclusive of Gemstone Reserves.
The stockpile grades are derived from the reported grades for the respective source materials. No Inferred Gemstone Resources are
included in the LoM plans, which supports the Gemstone Reserve declaration.

MRM Attributable Gemstone Resource and Gemstone Reserve Estimate at 31 December 2023

RECOVERED RECOVERED
GEMSTONE RESOURCE TONNAGE GRADE CONTAINED GEMSTONE RESERVES TONNAGE GRADE CONTAINED
ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct) ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct)

Maninge Nice Maninge Nice


Indicated – Primary 849 99.4 84.4 Probable – Primary 837 99.4 83.2
Indicated – Secondary 215 56.0 12.0 Probable – Secondary 215 55.6 12.0
Total Indicated 1,064 90.6 96.4 Total Probable Reserve 1,052 90.4 95.2
Inferred – Primary 180 97.9 17.6
Inferred – Secondary 9,994 12.7 127.0
Inferred – Total 10,174 14.2 144.7
Mugloto Mugloto
Indicated – Primary – – – Probable – Primary – – –
Indicated – Secondary 6,624 3.0 19.9 Probable – Secondary 6,531 2.89 18.9
Total Indicated 6,624 3.0 19.9 Total Probable Reserve 6,531 2.89 18.9
Inferred – Secondary 13,800 14.8 203.6
Glass Glass
Indicated – Secondary 5,073 2.4 12.14 Probable – Secondary 5,066 2.20 11.2
Total Indicated 5,073 2.4 12.1 Total Probable Reserve 5,066 2.20 11.2
Inferred – Secondary 5,670 0.9 5.1
Stockpiles Stockpiles
Indicated – Primary 28 112.8 3.2 Probable – Primary 28 112.8 3.2
Indicated – Secondary 1
460 10.7 4.9 Probable – Secondary 1
460 10.7 4.9
Total Indicated 488 16.6 8.1 Total Probable Reserve 488 16.6 8.1
Total Indicated Gemstone Total Probable
13,249 10.3 136.5 13,138 10.1 133.3
Resources Gemstone Reserves
Natete2
Inferred – Secondary 18,140 0.3 5.3
Nathepo
Inferred – Secondary 3,915 0.5 2.0
Total Inf Gemstone
51,699 7.0 360.6
Resources

1 – Combination of material from Maninge Nice, Mugloto and Glass.


2 – Previous name was ‘Nakete’, but now it is ‘Natete’.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 65

RECOVERED GRADE (ct/t) AVERAGE AVERAGE


PARCEL VALUE PARCEL VALUE
(2014–2023)1 2023
GEMSTONE GRADE AND VALUE Maninge Nice Mugloto Glass (1) (USD/ct) (USD/ CT)

Premium Ruby 0.011 0.058 0.016 1,210.94 1,503.78


Ruby 0.504 0.445 0.161 55.38 89.63
Low Ruby 6.656 0.075 0.332 3.35 1.77
Corundum 0.341 0.033 0.394 0.96 _
Sapphire 1.295 0.034 0.077 0.24 _
Low Sapphire 10.331 0.344 1.696 0.08 _
–4.6mm – – – 10.55 _
Reject with some Low Sapphire n/r n/r n/r 0.05 _
Weighted Average Value (USD/ct) 23.46 107.22

1 – Average parcel value for 2014 to 2023 applied.

The comparative MRM Gemstone Resource and Gemstone • A small decrease in tonnage and contained gemstones at
Reserve statement attributable to GGL (75% basis) at Glass is due to mining depletion.
31 December 2022 is set out on the following page. The key • The calculation of mined ore in stockpiles was changed to
differences between the 2022 and 2023 Gemstone Resource and reflect the difference between total ore mined and total ore
Gemstone Reserve estimates are explained as follows: processed for the financial year, with a small addition
recorded. Total contained carat of stockpile reduced despite
Gemstone Resources: tonnage addition, due to a changed split of primary and
secondary stockpiled material.
• The Maninge Nice Primary and Secondary resource and
reserve decreased due to mining depletion, and the grade of
Maninge Nice Secondary rose slightly due to the mining of
comparatively lower-grade ore from Maninge Nice Pit 6;
• A reduction in tonnage, grade and contained gemstones in
Indicated Gemstone Resources at Mugloto, due to mining
depletion;
• No change in tonnage, grade, or contained gemstones from
the Inferred Gemstone Resources of Maninge Nice, Glass,
Nathepo, and Mugloto;
• A small decrease in tonnage and contained carats from Glass
Indicated Resources due to mining depletion; and
• Slight reduction in Natete Inferred resources tonnage and
contained carat due to the mining depletion, whereas no
upgradation of Natete Inferred resources to Indicated.

Gemstone Reserves:

• Maninge Nice grade increased slightly since only secondary


material at lower grade was mined.
• A reduction in tonnage and contained gemstones in Probable
Gemstone Reserves at Mugloto, due to mining depletion IMAGE  Fabergé x Gemfields Colours of Love Rings featuring Gemfields
mainly from secondary material. Zambian emeralds
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 66

MRM Attributable Gemstone Resource and Gemstone Reserve Estimate at 31 December 2022

RECOVERED RECOVERED
GEMSTONE RESOURCE TONNAGE GRADE CONTAINED GEMSTONE RESERVES TONNAGE GRADE CONTAINED
ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct) ATTRIBUTABLE TO GGL (kt) (ct/t) (Mct)

Maninge Nice Maninge Nice


Indicated – Primary 855 99.5 85.0 Probable – Primary 843 99.5 83.8
Indicated – Secondary 294 54.3 15.9 Probable – Secondary 294 53.8 15.8
Total Indicated 1,148 87.9 100.9 Total Probable Reserve 1,137 87.6 99.7
Inferred – Primary 180 97.9 17.6
Inferred – Secondary 9,994 12.7 127.0
Inferred – Total 10,174 14.2 144.7
Mugloto Mugloto
Indicated – Primary – – – Probable – Primary – – –
Indicated – Secondary 7,275 2.8 20.5 Probable – Secondary 7,182 2.7 19.5
Total Indicated 7,275 2.8 20.5 Total Probable Reserve 7,182 2.7 19.5
Inferred – Secondary 13,800 14.8 203.6
Glass Glass
Indicated – Secondary 5,093 2.4 12.2 Probable – Secondary 5,087 2.2 11.2
Total Indicated 5,093 2.4 12.2 Total Probable Reserve 5,087 2.2 11.2
Inferred – Secondary 5,670 0.9 5.1
Stockpiles Stockpiles
Indicated – Primary 23 91.8 2.1 Probable – Primary 23 91.8 2.1
Indicated – Secondary1 514 9.6 5.0 Probable – Secondary1 514 9.6 5.0
Total Indicated 537 13.2 7.1 Total Probable Reserve 537 13.2 7.1
Total Indicated Gemstone Total Probable
14,054 10.0 140.8 13,944 9.9 137.5
Resources Gemstone Reserves
Natete*
Inferred – Secondary 18,167 0.3 5.3
Nathepo
Inferred – Secondary 3,915 0.5 2.0
Total Inf Gemstone
51,726 7.0 360.7
Resources

1 –Combination of material from Maninge Nice, Mugloto and Glass.


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 67

RECOVERED GRADE (ct/t) AVERAGE AVERAGE


PARCEL VALUE PARCEL VALUE
(2014–2022)1 2022
GEMSTONE GRADE AND VALUE Maninge Nice Mugloto Glass (1) (USD/ct) (USD/ CT)

Premium Ruby 0.053 0.071 – 1,172.87 1,196.51


Ruby 0.650 0.480 0.316 51.75 60.07
Low Ruby 2.395 0.176 1.319 3.56 1.26
Corundum 0.391 0.051 0.577 0.96 0.91
Sapphire 0.327 0.030 1.550 0.24 0.27
Low Sapphire 4.665 0.598 8.501 0.08 0.05
–4.6mm – – – 10.55 –
Reject with some Low Sapphire n/r n/r n/r 0.05 –
Weighted Average Value (USD/ct) 20.74 8.81

1 – Average parcel value for 2014 to 2022 applied.

IMAGE  Operations, Kagem Mining, Zambia


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 68

SECTION 2.4

Marketing and Communications

In 2023, we dialled up colour and collaborations, celebrating the verdant month of May with lush new emerald-green jewellery
pieces, followed by fiery ruby-red options for the sultry days of July. Our marketing efforts maintained a clear focus on driving
demand for coloured gemstones, and the team worked towards securing greater international presence and building a pipeline of
strategic activations to educate consumers, lead the sector and increase visibility of emeralds and rubies.

Our marketing and communications efforts have remained jewellery pieces unveiled in Paris at the Journées de la Haute
focused on the now well-established pillars of education, Joaillerie. Over the week, international fashion and jewellery
leadership and visibility, as these continue to serve our aim of editors, key opinion leaders and influencers visited the Gemfields
driving demand for coloured gemstones. To maximise impact, suite at Hotel Plaza Athénée and shared the treasures on display.
the activations undertaken in 2023 spoke to all three pillars, we An illuminated baobab tree provided the backdrop for show-
benefited from digital optimisation informed by prior campaigns stopping emerald and ruby rings, and brand-specific plinths
to enhance reach and engagement in target audiences, and our provided further opportunity to showcase gemstone creations.
activations featured localised adaptions to improve relevance A ruby-focused digital media campaign ran throughout the
and recall. period, optimised thanks to the lessons learned during emerald
month, Fabergé points of sale featured ruby imagery, and Ruth
The year’s activity centred on three key moments: emerald Tomlinson launched a series of ruby rings. Our ‘How to Buy’ and
month (May) and ruby month ( July) – in a bid to cut through a ‘How to Style’ messaging remained woven throughout,
crowded marketplace with an owned moment in these birthstone particularly evidenced in press interviews, further embedding
months – and gifting season (October – December): to capitalise these considerations.
on the elevated consumer interest during this time.
Our focus on the China market continued in 2023, building on
May – emerald month, associated with hope, growth and new the success of prior in-market masterclasses and consumer
beginnings – saw a product-led promotional campaign, with research projects. We are now sharpening our gaze on landing
new jewellery pieces prominently featuring Zambian emeralds ruby as the gemstone of choice in this market, assisted by Chinese
created by our jewellery brand partners. In an emerald-focused consumers’ growing unease with lab-grown diamonds and their
creative, the pieces were digitally advertised in international long-standing fondness for the colour red. In partnership with
magazine titles, offering consumers direct-purchase GUILD, and broadcast where possible via livestream, we
opportunities. Social media efforts took an educational tone and continued our masterclass series, with ruby sessions in Chengdu
Gemfields provided point-of-sale materials, including vibrant in March and Beijing in April, which laid the foundations of
window decals, to Fabergé vendors to promote emeralds directly growing affinity for the red gem amongst high-profile
to consumers. House of Meraki closed the month with the media attendees.
launch of a new emerald-focused fine jewellery collection.
In May, representatives from Chinese media titles joined
July – ruby month, associated with passion and prosperity – saw journalists from Dubai and India on a press trip to Bangkok, to
the year’s biggest activation, with a magnificent array of new experience the selling process first-hand. In September, we co-
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 69

hosted and sponsored the Aurora Awards in Shenzhen with Industry-focused moments included prominent positioning at
GUILD, garnering volumes of press coverage for coloured gems. Van Cleef & Arpel’s ‘Garden of Emeralds’ exhibition in Dubai in
October saw three further ruby masterclasses, held for the first December, where the magnificent Goliath emerald cluster
time in Tier 2 cities: Xi’an, Wuhan and Hangzhou. sparked an interest in Zambian gems. Throughout the year,
Gemfields maintained a colourful presence at the ICA congress
All the while, behind the scenes, the team was readying 2024’s in Dubai, CIBJO congress in Jaipur, Jewellex in South Africa,
activations for the China market. These include: a second September’s jewellery and gem show in Hong Kong and across
consumer research report, providing qualitative and quantitative India’s IIJS, JJS and JAS, where the company supported the
insights into Chinese consumer attitudes towards rubies; a Jewellery Eminence Awards. The company also supported the
virtual influencer activation, embodying the romance of ruby; Elle Sustainability Awards in India, bringing the topic of
and a new jewellery brand partnership with a Chinese brand. responsible business practices to the fore.
All are due to launch in the first half of 2024.
Communications efforts in Zambia and Mozambique increased
Visibility for coloured gemstones was enhanced by the many during 2023, with MRM taking an active role in MMEC, Beira
beautiful new jewellery pieces created by our jewellery brand Business Forum and FACIM. Improving communication with local
partners throughout the year. We amplified pieces by Donna communities and conveying important messages, such as the dangers
Hourani in Dubai; supported US-based Sandy Leong’s of illegal mining practices, remained a high priority. This was achieved
Bloomingdale’s pop-up; launched The Line’s collection of by utilising a variety of channels such as local press, radio stations,
contemporary Indian jewellery in Mumbai, and then in Dubai; SMS messaging and community meetings to improve liaison.
and launched IVY New York’s gem-boasting collection to an
international audience. Close collaboration with Fabergé Looking ahead to 2024, our marketing and communications will
enabled an emerald and ruby presence at press days in London build on the learnings of 2023. We will be looking to evolve
and New York, as well as at the Savill’s Summer Showcase at the emerald (May) and ruby ( July) month campaigns and to
Bulgari Hotel in London. International press coverage targeted celebrate the versatility of coloured gemstones through jewellery
digital advertising and coordinated own-channel utilisation brand partnerships. We look forward to realising our China-
drove awareness for the jewellery pieces, which were also the focused projects and evolving the playful, meaningful and
focus of our Q4 gifting media campaign. colourful aesthetic that is unequivocally Gemfields.

IMAGE  Gemfields Ruby Month Campaign, July 2023


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 70

SECTION 2.5

Risks and Uncertainties

Gemfields accepts that the sector in which it operates is one that RISK MANAGEMENT FRAMEWORK
contains a considerable variety of risks. Having a good
understanding of the risks, and ensuring that we have sufficient The Gemfields Board is the ultimate body responsible for the
levels of operational control in place to manage or capitalise from oversight of risk across the Group. This oversight is primarily
these risks, is critical to our continued growth and success. We have provided at the strategic level. Risk management is operationalised
a well-established and functioning enterprise risk management through the management line using a ‘three lines’ model and as
system that has been developed over a period of time and is fully such a variety of assigned roles is provided to management and the
managed within the business without any external support. The business units to manage risks arising in each area of the Group.
following sections provide information on the risk framework and Information and considerations of risk flow between the three
risk governance. lines is outlined below.

Audit Committee

Risk Council

Senior Management

First Line Second Line Third Line

Operational GERMS
Operational
Policies,
Senior
Procedures,
Management Internal Audit Function
Controls and
designated as
Management Support, Designated
Risk Owners
Systems Challenge and Gemfields
Reporting Risk Officer
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 71

First line: Specific risks are assigned to the Group’s operational inherently high-risk appetite with a pragmatic level of investment,
senior management who is responsible for managing the risks and policies and controls that are suitable for a business of our size.
through the introduction and maintenance of a range of These policies and controls will facilitate growth and decision-
operational controls, policies, procedures and management making, support the entrepreneurial culture we value and help us
systems, within operational sites and functional areas. drive an acceptable return on investment.

Second line: The Group Head of Risk and Assurance has been ST R AT E G I C R I S K C AT E G O RY P R O F I L E
designated as risk officer and facilitates the Gemfields Enterprise
Risk Management System (“GERMS”). Risks are assigned to The performance of the Group’s investments, primarily the
local risk owners (first line). The second line primarily supports extraction and sale of coloured gemstones, is fundamental to the
the risk management efforts of the first line while also challenging Group’s long-term commercial prospects. Before investing in the
risk ratings and mitigation measures. Corporate reporting on Group, prospective investors should consider the Group’s strategic
risks is a feature of the second line, and the Group’s Risk and risk categories, which are described below. These have been
Ethics Council sits within the second line. considered by the Board as those most significant to the Group’s
strategy and long-term performance. The table below provides a
Third line: A Group-level internal audit function provides description of each strategic risk category and the mitigations in
independent assurance on the effectiveness of governance, risk place. The Board’s rating of each strategic risk category, considered
management and internal controls, including the first two lines of over a forward-looking period of six months to one year, is shown
defence. The internal audit function is independent and reports as a red, amber, or green rating to signify whether the risk is
functionally to the Chair of the Audit Committee. The diagram considered high, medium or low respectively. The movement of
below demonstrates how the three lines interact with the relevant the Board’s view of risk compared to the Board’s view of the same
governance structures within the Company. principal risk in the previous period is also shown.

R I S K A P P E T I T E STAT E M E N T ONGOING INSUREGENCY IN CABO DELGADO,


MOZAMBIQUE
The Gemfields Risk Appetite Statement as approved by the Board
is as follows: While military presence in northern Mozambique has increased
stability in Cabo Delgado province, sporadic insurgent activity
Gemfields operates in a sector and locations that are inherently high- persists, though on a smaller scale than in 2022. Gemfields’
risk. In particular, we are exposed to key macro-level risks such as the Mozambican operations remain largely unaffected by the
global economic outlook and political instability. More directly, risks insurgency although security controls at the operations remains
such as geology, financing the expansion of operations and at a heightened level. An increase in insurgent attacks in the
exploration sites, social licence to operate, safety, climate change, province was observed from late November 2023. Risks
environmental compliance, security, and the demand for rough associated with the insurgency are not limited to a single strategic
gemstones and jewellery are important factors affecting the Group’s risk category. These risks primarily relate to ‘Health, Safety and
operations. We aim to balance a high inherent risk appetite against a People Protection’, ‘Illegal Miners and Trespassers’ and ‘Security,
low appetite for risks which will materially impact the business such Infrastructure and Asset Protection’ but are not exclusive to
as bribery, corruption or human rights risk. We will support this these.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 72

STRATEGIC RISK RISK DESCRIPTION RISK MITIGATION RISK


CATEGORY RATING

Communication, Gemfields is publicly listed and has a distinctive • Well-established head office functions
Reputation, and well-known brand identity. It is a high- such as communications, legal, risk and No change
Ethics profile operator in the industry both as a mining assurance, HR and teams at site level;
company and as owner of the jewellery brand • Extensive suite of policies and standard
Fabergé. The Company must uphold this operating procedures established for
identity while actively championing and the Group and replicated at site level;
communicating responsibly sourced coloured • Independent systems in place to handle
gemstones, low-impact mining and supply chain ethics issues including internal
transparency in line with the Company’s values. whistle-blowing, internal and external
The Group’s exposure to unethical practices such grievances and incident, accident and
as bribery, corruption and security-related risk is near-miss reporting;
high in its countries of operation. The Group’s • A strong tone from the top, instilling a
failure to be aware of such risks and manage these culture of transparency and
could erode reputation or contribute to legal or accountability to meeting internal
financial penalties, even if entirely unfounded policies and procedures and external
and unproven. regulations and laws; and
• Appointment of marketing and
communications agencies to promote
the company; and
• At our principal operations in
Mozambique and Zambia, various
industry brand partners conducted
several audits and assessments,
validating Gemfields’ commitment and
actions to champion responsibly
sourced coloured gemstones.
Community and The Group’s operating mining sites in Africa • Local community teams at site,
Social require the continuous management of specifically responsible for No change
stakeholder relations to maintain a social licence stakeholder relations, engagement and
to operate. Acceptance and support of a wide sustainable development projects;
range of local community stakeholders most • Head office functions specialising in
significantly includes the communities in and corporate responsibility, risk
around operations. Failure to engage with management, health, safety and
stakeholders and create opportunities for policy;
long-term sustainable development around our • Policies replicated with site-specific
operations may contribute to or exacerbate procedures that focus on community
negative sentiment, tensions or at worst lead to and sustainable development;
strikes, disruptions or incursions to our • Grievance management systems to
operations. Long-term, these failures may record and remedy community
undermine our ability to operate unhindered, complaints, grievances and
regardless of the legal rights we may have. allegations;
• Annual use of operational budget for
investment in community projects;
and
• Emergency response and relief to
community at times of crisis or
weather-related disaster.
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STRATEGIC RISK RISK DESCRIPTION RISK MITIGATION RISK


CATEGORY RATING

Environmental, The Group’s operations cause impacts to, and are • Contingency plans to respond to
Climate, impacted by, the environment. Environmental, extreme weather emergencies; No change
Weather climate and weather-related risks arise in different • Physical preparation and protection
ways both outside and inside the Group’s control. of site assets and mine plans in
Risks affecting the company include climate- accordance with geology and effects
related extreme weather events (such as of corrosion, groundwater and
hurricanes or cyclones), unseasonal or extreme slippages;
levels of rainfall and higher than average • Consideration for the realistic use of
humidity and heat. Risks caused by the company’s renewable energy and fuel-efficient
operation include water and waste management, measures at operations to reduce
greenhouse gas emissions, land-use changes and operating costs and use of fossil fuels;
biodiversity impacts. The Company can be • External reporting to be transparent
subject to compliance fines for failing to plan and in the disclosure of greenhouse gas
operate in accordance with prevailing emissions;
environmental laws. Failure to plan strategically • Safety, health and environmental
for changing environmental laws may increase the teams responsible for site operational
Group’s operating costs. environmental compliance,
management plans and execution of
projects; and
• Introduction of integrated safety,
health and environmental
management systems.
Financial, The demand for gemstones may fall during times • Proprietary grading system
Economic, of economic uncertainty or hardship. Changes in developed as a transparent and No change
Markets, Business the macro-economic environment may also result reliable system for the market to
in creditors delaying or failing to pay the value gemstones;
Company on time. Reduced sales resulting from • Long-developed relationships with
an economic downturn can have an adverse effect authorised auction partners;
on the profitability and cash flow of the business • Partnerships with luxury brands to
as experienced during the pandemic. The market coloured gemstones to end
Company may need to go to the market to raise consumers;
capital funds or debt, which may not be available • Active financial management and
on favourable terms. Failure to address falls in consideration by management of
revenue or to stem the costs of production will different financing options;
result in the Group experiencing significant losses • Ability to run sequential online mini
and the Group may be forced to curtail or auctions that offer an alternative sales
suspend some or all of its capital projects and/or platform to physical in situ auctions;
operations. and
• Resilient financial modelling and risk
The ongoing conflict with Russia and Ukraine
processes to allow flexibility and
may have the undesired impact of increasing
ability to action any cash
input costs like fuel and spares and may also have
conversation or mitigate global
an adverse impact on the prices of our goods.
economic woes.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 74

STRATEGIC RISK RISK DESCRIPTION RISK MITIGATION RISK


CATEGORY RATING

Health, Safety and A company operating in the resource extraction • Locally developed teams at site
People Protection sector is exposed to a range of health and safety specifically responsible for HSE risk No change
risks, and the protection of employees is an management and training;
inherent feature of the mining industry. • Our principal operations in
Employees are operating in often hazardous Mozambique and Zambia are staffed
operational environments and at development (internally and externally) by highly
sites that are more remote. They are also exposed skilled and sophisticated Protection
to other safety and security risks. Failure to Services teams that provide high-
maintain adequate health, safety and security quality security and protection
standards may result in a significant incident, a services;
deterioration in safety performance and at worst • Development of integrated HSE
the injury or death of employees. management systems to meet
international standards;
Lost time disruption to the mining operations
• HSE measures, training and
can affect the ability of the Company to continue
compliance against policies and
to produce efficiently.
procedures continuously reviewed
and implemented with management
support;
• Internal system for reporting of
incidents, accidents and near-misses;
and
• Security measures and systems are
constantly reviewed and revised in
order to minimise the risk.
Illegal Miners and Theft, as a result of both internal collusion and • Security measures and systems are
Trespassers illegal mining, is an inherent risk factor in the constantly reviewed and revised in No change
gemstone industry. Organised criminals can order to minimise the risk;
exploit situations of poverty, creating indebted • Multi-layered security approach across
servitude. Artisanal miners can gain easy access to our operations with a mix of internal
sites where physical barriers on large concessions and external providers working with the
are not viable and they operate without licences local police and security forces in each
to illegally extract gemstones which would geography, technology and system;
otherwise be retrieved and sold by the Company. • Security measures constantly reviewed
This situation presents the opportunity for and implemented in order to minimise
gemstones finding their way out of the country the risk;
illegitimately and onto the black market. Failure • Engaging local authorities,
to protect the site from this loss of gemstones communities and security and police
from the licence area consequently impacts the forces in seeking to protect the
profitability of the Company. Furthermore, the Company’s employees, equipment and
presence of illegal miners and security forces who mining assets; and
protect the assets can contribute to security risks • Community relations and grievance
arising from the conflict of interest between management systems in place to record
illegal miners and the Company. and remedy community relations issues.
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STRATEGIC RISK RISK DESCRIPTION RISK MITIGATION RISK


CATEGORY RATING

IT, Digital and The Group has complex communications • Well-established and experienced
Data infrastructure and IT systems between head office head office IT team; No change
and the sites. Due to the locations in which the • Site-level IT functions responsible
Group operates, these systems can be subject to for implementation and management
attempted breaches, deliberate damage, outages of IT risk at site level;
and delays. The Group also has a proprietary • IT policies and standard operating
database and IT system that is used as a procedures;
combination of customer relationship • Multifaceted IT security system that
management, online sales, inventory management, undergoes continuous assessment
incident reporting system, employee data and improvement; and
management and a depository for key company • Adoption of cyber security standards
documents. Failure to protect the company from and systems.
breaches of the security and communications
systems can result in the loss of data and
communications or simply weaken the security
system requiring improvements to be made.
Legal, Legislative, Emerging markets are generally subject to greater • Team highly experienced in
Regulatory, risk and may be affected by legal and legislative operating in Africa; No change
Governance changes. These may result in changes in legal • Active and open engagement with
requirements, mineral royalty rates, taxation the relevant Government bodies and
policies or restrictions on the export of currency ministries;
or gemstones, which may have a material adverse • Regular reviews of commercial
impact on the Company’s operations or future arrangements and regulatory
development. Failure to prepare for renewal or requirements;
continuance of appropriate surface and/or • Internal controls, policies and
subsurface use contracts, licences, permits, procedures to ensure we can meet
regulatory approvals or consents may result in regulatory changes; and
delays to the Group’s operations, or in extreme • External advice sought to supplement
circumstances, may require withdrawal. the skills and experience of our
internal teams.
In addition, in the ordinary course of business,
particularly given the industry the Group
operates in, it will always be susceptible to legal
actions and complaints on a wide range of issues.
Mining, Geology The Group’s exploration and mining operations • A Group portfolio of projects and
and Processing1 are dependent upon the grant, renewal or licence areas that carry a range of No change
continuance in force of appropriate surface and/ differing technical and commercial
or subsurface use contracts, licences, permits, opportunities;
regulatory approvals and consents, which may • Assessment of a wide range of
only be valid for a defined period and may be potential growth opportunities, from
subject to limitations. Geology of gemstone both the internal portfolio and
occurrences is relatively more complex, rendering external opportunities;
it less predictable. It is not possible, for example, • Retention of a vast body of historical
to predict the quality and quantity of gems in the data on gemstone mining to increase
host rock. Processing of ore can therefore be confidence levels in production; and
significantly affected, and the production of • Team of highly qualified geologists
high-value gemstones can fluctuate, which has an and mine engineers at each site.
effect on what can be sold at auction and
therefore on revenue. Failure to retain data,
knowledge and expertise regarding gemstone
geology or adequately extract and process the ore
will affect the Group’s success.
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STRATEGIC RISK RISK DESCRIPTION RISK MITIGATION RISK


CATEGORY RATING

Organisation, The Group’s prospects depend in part on the ability • Well-established head office HR
Culture, Training, of its executive officers, senior management and key function;
Succession, consultants to operate effectively, both • Site-level HR functions responsible for No change
Employment independently and as a group. To manage its employment, culture, training at local
growth, the Group must retain employees and level;
attract additional highly qualified management and • Use of recruitment companies to search
technical personnel. In addition, it must continue for and engage high-quality talent;
to put in place practices and systems for managing • Policies and standard operating
its people to encourage retention and lower procedures for employment contracts
employee turnover. Embedding a consistent culture and protections including full
across the Group ensures that all employees in the unionisation where appropriate;
Company contribute to long-term success. Failure • Employee relations and engagement
to continuously monitor and communicate with its with unions for negotiations of
people and improve the practices and systems in remuneration and benefits; and
place for its people may result in loss of key • Succession and retention plans for key
personnel and knowledge for the Company. positions.
Political, Political instability, including changes in • Team highly experienced in operating in
Government2, 3 Government, may also result in a major disruption Africa;
to the functions at state, provincial or district level • Active and open engagement with the No change
Government. This can directly affect the Group’s relevant Government bodies and
operations but also can result in civil unrest, labour ministries; and
disputes or the withdrawal or variation of existing • Internal controls, policies and
agreements, mining licences and permits as resource procedures to ensure we can meet
management can be politicised. Resource regulatory changes.
nationalisation is a possibility in our countries of
operation and pressure to hand back licences or
parts of licences to the state is a risk that is
monitored. Failure to engage with relevant
Government departments can affect the Company’s
prospects in a range of ways and directly adversely
affect operations.
Security, Resource and asset protection is a significant • Security measures and systems are
Infrastructure and challenge in remote areas. Protecting the Company constantly reviewed and revised in order
Asset Protection is a constant activity for internal security with the to minimise the risk; No change
support of third-party contractors and the police • Engaging local authorities, communities
who investigate acts committed against the and security and police forces in seeking
Company by both external and internal parties. to protect the Company’s equipment
Plant, equipment and consumables are all easily and mining assets;
stolen or at risk of loss. Infrastructure may be • Multi-layered security approach across
deliberately damaged and sites can attract our operations with a mix of internal
trespassers who enter the licence area. Failure to and external providers working with the
protect the site internally and externally with local police and security forces in each
measures to protect assets or people can result in geography, technology and system;
increased costs associated with replacement and • Security measures constantly reviewed
repairs. and implemented; and
• Internal system for reporting of
incidents, accidents and near-misses
including security incidents.

1 – Premium gemstone production was lower in 2023 than in 2022, which is not uncommon due to the unpredictable nature of gemstone deposits. Auction pricing in
2023 partly offset this production decline. Expansions in Mozambique and Zambia are expected to benefit Gemfields in 2024, while a substantial increase in processing
capacity at MRM and production from additional licences in Mozambique is expected to significantly boost production from 2025.
2 – In early 2024 it was observed that Zambia’s online cadastre portal showed certain other licences overlapping with portions of Kagem licence areas. Gemfields has
raised these issues with the Zambian Ministry of Mines and Mineral Development.
3 – In May 2023, Gemfields reported to the British authorities an alleged bribery attempt by the then chief of staff to the President of Madagascar and an accomplice.
The pair was subsequently arrested by the UK’s National Crime Agency.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 77

O P E R AT I O N A L R I S K P R O F I L E O F T H E G R O U P likelihood of occurring and lowest impact on the business (a


total combined risk score of 1).
GERMS is the operational level management system for risk
that sits within the second line yet is used and applied through
all three lines. The system was developed by the Company and High 4 3 5 6 3
is hosted in G-TRAC (Gemfields’ internal knowledge base Likelihood
system), granting access to those participating in the process, as
well as any other staff members. Risk owners are assigned risks 1 5 16 34 17
in GERMS and are responsible for continuously reviewing and
updating their risks, controls and actions on a continuous basis
as the risk landscape changes. These risks are reviewed by their 3 19 63 66 8
line managers and local-entity Board members for their review
and approval. GERMS aims to achieve an integrated view of all
risks faced by the group, assigning, inter alia, projects, events, 5 39 64 62 7
incidents, accidents, near-misses, grievances, trainings and
press/media releases to individual risks, thereby providing a Low
21 16 11 14 13
realistic view of the operational risks at any given time. These Likelihood
risks are deliberated during the quarterly Risk Council
meetings. Low Impact High Impact

The diagram to the right is a summary of the operational risk In total there are 67 risk types within GERMS, under the 12
profile of the Group, allocating the circa 500 specific risk ratings strategic risk categories. These 67 risk types can then be applied
according to the combined likelihood and impact scores (which to any of the Gemfields Group companies to create specific risks
are rated 1–5 in ascending order of likelihood and impact, and particular to those companies. The risk likelihood and impact
then multiplied). By way of example, the diagram shows that at scores of specific risks are reviewed by each risk owner on a
the end of the year there were 26 specific risks rated as very high continuous basis. By the end of the period, there were circa
(a total combined risk score of between 20 and 25), of which 500 specific risks across the Group and the GERMS system
three have been rated as the very highest (a total combined risk therefore also represents a consolidated risk register for
score of 25). In contrast, 21 risks were rated with the lowest the Group.

IMAGE  Operations, Montepuez Ruby Mine, Mozambique


IIMAGE  
M AG E XXX
Conservation projects, Zambia
SECTION 3

Corporate
Responsibility
3.1 Corporate Responsibility and ESG Report 80

3.2 2023 ESG Highlights 82

3.3 2023 ESG Disclosures 90

3.4 TCFD/IFRS Foundation Reporting 94

3.5 Gemfields Foundation 100


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 80

S E C T I O N 3 .1

Corporate Responsibility
and ESG Report
INTRODUCTION 2023, and monitored by management and the ESG & Ethics
Committee.
Gemfields is focused on delivering positive benefits in Africa
through gemstones, by seeking to improve the coloured gemstone The committee, which revised its name to include ethics,
supply chain and, in doing so, return more value to the host nations comprises senior management from across the Group, with
it operates in, primarily Zambia and Mozambique. meetings held on a quarterly basis throughout 2023.
Toby Hewitt, Group General Counsel and Company Secretary,
Throughout 2023, Gemfields progressed and refined its aims to is Chair of the committee. A new Corporate Responsibility
follow responsible practices and demonstrate its commitment to (“CR”) Manager joined the CR Director in September 2023
ESG issues by adhering to principles and standards that advance with a remit to support aligning the business with the
social and environmental goals, and protect human rights. Responsible Jewellery Council (“RJC”) Code of Practices
standard for Fabergé, and the Initiative for Responsible
This was done by focusing on two clear workstreams – one working Mining Assurance (“IRMA”) standard for Gemfields’ mining
to align the business with internationally recognised voluntary operations. Both members of the team are based in London
sustainability standards and the second developing and with considerable travel to operations at Kagem and MRM
implementing the Group ESG Strategy Framework, launched in working with the CR team, and other teams, in Africa.

IMAGE  Education projects, Zambia


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G E M F I E L D S ’ E S G ST R AT E G Y F R A M E W O R K

GEMFIELDS’
MISSION
Strives to be the global leader in
African emeralds, rubies and sapphires,
promoting transparency, trust and
responsible mining, while creating
a positive impact for our host
communities and
countries

Transparency Human Rights


STRATEGIC
OBJECTIVE
Business Strives to be the standard for African Prospering
Corporate Integrity emeralds, rubies and sapphires Communities Vocational &
Governance Skills Training

STRATEGIC
PILLARS
Local Economic
Industry ESG Standards
Development
Nature Empowered
Positive People

Community Health
Traceability
Land Regeneration Education & Training

Environmental Impact Management Inclusion & Diversity

STRATEGIC
AREAS Health & Well-being
Biodiversity Protection

Climate Action Workers’ Rights

Gemfields’ ESG Strategy Framework, as approved by the London, Mozambique and Zambia, defined and established a
Gemfields’ Board, is set out above. series of targets and KPIs (42 in total for 2023) to demonstrate
adherence to the strategy. These were reviewed periodically
Following the establishment of the Mission, Strategic Objective, throughout the year and results are detailed in the ESG
the four Strategic Pillars and the 16 Strategic Areas, Gemfields Highlights section, alongside one highlighted KPI per each
and the CR Team, along with Management and HODs in Strategic Pillar.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 82

SECTION 3.2

2023 ESG Highlights

Nature Positive
Highlighted KPI for 2023

KPI Target Result

Emissions from static plants Reducing reliance on diesel Grid extended to Maninge Nice pit
(sort house/processing plant/ generators by: in December 2023 and Sierra camp
lighting towers/residential camps) in August 2023. Extension to Ntoro
A: extension of grid power at MRM security camp and Mugloto parking
area underway, expected end
  B: advancing plans for captive solar of February 2024
power plants at MRM by end of 2023
Progression of captive solar power
plant. Next steps in March 2024
after a review by an external
third-party auditor

C L I M AT E AC T I O N part of the Gemfields mining vehicle fleet, is the largest


contributor to Gemfields’ GHG emissions. However, viable
Recognising the critical work needed to reduce Gemfields’ impact on alternatives using renewable energy are not commercially
the environment, a series of targets were set to demonstrate positive available at this time. Data was gathered to set the baseline for
actions taken. Actionable information on Scope 3 emissions from current GHG emissions from the current mining fleet allowing
business travel was collected at both MRM and Kagem to allow for for reduction targets per rock handling to be considered in 2024.
increased reporting. The main contributor is from travel on leave
cycles by expatriate and local employees at the mining operations. Another material source of emissions is from static plants at
Scope 3 emissions from a limited selection of suppliers was gathered MRM such as the Processing Plant, Lighting Towers and
in 2023, with the ambition to collect data from a wider range of Residential Security Camps, which are reliant on diesel
suppliers in 2024 and incorporate this within our disclosures. generators due to their remote location away from the main grid
run by Electricidade de Moçambique (“EDM”), the Mozambican
See data on Gemfields’ ESG Disclosures with GHG emission electricity supplier. A project managed by MRM’s Engineering
disclosure on pages 90 to 93. Department worked to reduce these emissions by extending the
electricity grid power to remote camps, establishing more solar-
The necessary use of diesel-powered Heavy Earth Moving powered lighting options and progressing plans for a new solar
Machinery (“HEMM”) and Light Motor Vehicles (“LMV”), as power plant.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 83

The electricity grid was successfully extended to Maninge Nice Pit implement the resulting action plans. The main themes shared by
in December 2023, reducing the use of diesel for the security both mines were to increase community engagement in the
lighting towers, which are now 95% powered by renewable energy importance of protecting flora and fauna found on the concessions
from the grid. The grid was also successfully extended to Sierra and in the surrounding areas, to increase education to employees
camp in August 2023, which reduced reliance on diesel to only about the importance of biodiversity, and to work with governments
8–10% of previous levels. A similar project to extend grid power to to make sure the local laws are enforced.
Ntoro security camp was completed in February 2024, and the
contactor is now working on extending power to the Mugloto Both Kagem and MRM have established relationships and work to
parking area. To further reduce diesel emissions in both areas when support local conservation NGOs focusing on wildlife conservation
the electricity grid is not functioning, a solar-powered container and biodiversity. Kagem has made a 5-year pledge to the Zambian
Battery Energy Storage System (“BESS”) solution is under Carnivore Program and MRM supports Quirimbas National Park.
discussion as a backup. Additionally, MRM introduced three Quirimbas, the only UNESCO Biosphere Reserve in Mozambique,
solar-powered lighting plants, which were successfully tested and is under particular threat due to insurgent activities.
commissioned.
E N V I R O N M E N TA L I M PAC T P R OT E C T I O N
The project to commission a captive solar power plant at
MRM progressed well and has grown to be a 12.47 MWp plant MRM completed a comprehensive new water conservation project
and a 20 MWh BESS plant on a 15-year Power Purchase that captured 544.5 megalitres of water in 2023, ahead of a target of
Agreement (“PPA”) with a partner that will develop, finance, own 310 megalitres. Conscious of the negative health effects of dust caused
and operate the project. A project report and commercial proposal by mine vehicles on the local communities, MRM started construction
were completed in 2023 by the partner and the next steps are set of a new tarmac surface on the 1.2 kilometre road that runs through
for March 2024 after a review by an external third-party auditor. Namanhumbir village from the MRM Mine Camp to the main
national road. It is scheduled to be completed before June 2024.
L A N D R E G E N E R AT I O N
Zero environmental non-compliances is set as an annual expectation
Gemfields set three targets at its producing mine sites for land at Gemfields’ mining and exploration operations. None were
regeneration, which pushed the teams to achieve a greater level of identified at Kagem in 2023. One non-compliance regarding the
rehabilitation of land disturbed by the mining process. MRM commissioning of the new fuel storage and pump station installed
achieved a 280% increase in rehabilitated land, improving from by Puma was raised in July at MRM. It was addressed and the correct
1 hectare (10,000 square metres) to 3.8 hectares (38,000 square licence was issued in September.
metres). Kagem increased the number of trees planted by 10,000
in the year to a total of 17,500 as part of their rehabilitation
programme, though the total land area rehabilitated within the
year decreased by 28% to 2.67 hectares (26,712 square metres), as
there was a larger focus on rock handling and addressing
production challenges.

MRM is more heavily involved with backfilling, or reclamation,


of disused pits than Kagem due to the shallow nature of mining
on the concession. The team increased the area of inactive pits
reclaimed in 2023 by almost four times, from 13.74 hectares
(137,400 square metres) to 53.17 hectares (531,700 square
metres). Kagem set targets to revegetate 5 hectares (50,000 square
metres) of waste dumps and achieved a total of 5.5 hectares
(55,168 square metres).

BIODIVERSIT Y PROTECTION

The need to protect the biodiversity found within Gemfields


concessions and under our influence is an increasing focus for the
company. Both mines commission biodiversity surveys annually and IMAGE  Seedling nurseries, Kagem Mining, Zambia
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 84

Empowered People
Highlighted KPI for 2023

KPI Target Result


Kagem
Delivery of programmes to Year-on-year increase in the
48% increase
employ and develop more number of women employed at
women at the operations both Kagem and MRM
MRM
26% increase

INCLUSION & DIVERSITY


new gym and badminton and volleyball courts for staff. The mine
Allowing for whistle-blowing and dealing effectively with also launched a very successful Intra-Department Soccer
grievances cultivates a culture of transparency and integrity Tournament, with the final won by the HR team, cheered on by
within an organisation. Without discouraging the use of the HOD Dr Wesley Chishimba and CEO Sean Gilbertson. MRM’s
whistle-blowing and grievance procedures in place, Gemfields set Civil Engineering team are currently working on the design,
a target of reducing the number of instances in 2023 compared tender and approval of an on-site supermarket, barber shop and
with 2022. This was achieved at Kagem, while MRM saw an coffee shop.
increase (four HR-related cases using the SeeHearSpeakUp
service compared with two in 2022) that was attributed to more Another method to improve the mental and physical health and
promotion and trust in using the procedure. All issues raised were well-being of staff is to implement campaigns to educate
resolved by December 2023. employees about better health. MRM conducted a total of 104
awareness campaigns on HIV, malaria, typhoid, cholera and
Both mines achieved a higher proportion of host country Covid-19. Kagem’s HR team worked with the Medical and
nationals versus expatriates in management positions within the SHEQ teams to sensitise all employees to several non-
business. MRM saw an 80% increase to 157 while Kagem communicable and communicable diseases such as ergonomics,
achieved a 6.2% increase to 103. fatigue, workplace stress, Covid-19 and cholera, and provided
workplace health tips on personal hygiene, workplace
Encouraging greater female participation at MRM and well-being and wellness, mental health and the importance
Kagem remains challenging but significant progress was made. of sleep.
MRM attracted 26% more women in 2023 than in 2022, and
women represented 6% of the total workforce of 1,558 at year- E D U C AT I O N & T R A I N I N G
end. Kagem achieved a 48% increase to 59 women in the
workforce of 1,542. Management acknowledges that more work MRM’s 2023 staff training plan was 88% fulfilled and the
needs to be done in breaking down certain barriers in rural 2024 plan comprises 37 training courses with a goal to reach
African society to attract more women to work at Kagem 90–100% completion. Kagem’s development and implementation
and MRM. of an annual training plan did not materialise due to changes in
the senior management team in Q1 2023, which made it difficult
HEALTH & WELL-BEING to know the training needs of the departments.

MRM completed a mental health outreach programme that Both mines have MOUs with local universities to enable career
started in May and lasted for 31 weeks. A total of 5,114 calls were progression into Gemfields operations for suitably trained host
made to staff. country nationals. MRM has also established a strong relationship
with Field Ready, a UK-based organisation, with whom MRM
Considering the availability of social and recreational facilities to designs employability programmes for Mozambican nationals.
improve the mental well-being of employees, Kagem completed a Organised with Field Ready, there are currently
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31 trainees (7 women, 24 men) following internships in different In 2023 Kagem engaged a third-party external consultant to audit
departments at MRM from November 2023 to March 2024. HR workstreams, documentation and policies to ensure
Kagem had a target to train 300 more HEMM operators in 2023, compliance with relevant local laws and workers’ employment
of which only 65 were trained. 2023 was challenging for the rights, which will be completed by May 2024. Internal audits
Kagem operations due to lower production and so it proved took place in November. At MRM, Internal Audits are taking
difficult for the mining department to release the operators to place in February 2024 and one external HR audit took place in
attend anything other than legally required trainings. January 2024, along with a Finance audit. MRM’s HR team are
scheduling a third-party audit focused on payroll, processes and
WORKER’S RIGHTS procedures in 2024.

98% of Kagem’s direct employees are unionised and there was Ensuring employees enjoy their right to a safe, harassment-free,
zero participation by workers in any industrial action. At MRM inclusive and collegiate workplace culture is critical to Gemfields’
67% of the direct employees are unionised and no legal industrial success and all group employees are inducted in all relevant
action was taken, though there was one period of withdrawn workplace culture policies and procedures.
labour when new union management did not follow any legally
required steps.

IMAGE  Livelihood projects, Mozambique


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Prospering Communities
Highlighted KPI for 2023

KPI Target Result

Number of people from the Material increase in local people Kagem


local area employed in hired in 2023 at both 235% increase in headcount
Gemfields’ mining operations Kagem and MRM from Lufwanyama

MRM
14.5% increase in headcount
from Montepuez

LOCAL ECONOMIC DEVELOPMENT of Zambia in September 2023. The Chapula VTC has an estimated
project cost of ZMW52.75 (USD2.5 million). It is aimed at
Supporting local economic development, and leaving a lasting providing skills training to improve economic sustainability and
positive legacy, is a key part of Gemfields’ ESG Strategy. Both reduce unemployment in Lufwanyama as well as provide increased
mines support several agricultural cooperatives run by local employability for local communities at Kagem.
community members that supply produce to the mine’s kitchens.
Kagem launched the Lumpuma Multi-Purpose Co-operative Defining and tracking Kagem’s benefit to local communities by
Society (“LMPCS”) in November 2022 and implemented Phases employment data is challenging as traditionally many local
1 and 2 in 2023. Phase 3 has been developed and the project will community members who become employees move to the nearby
be relocated in 2024 to improve access and build capacity. cities after employment, thereby negating their local status.
However, Kagem identified 67 employees from the immediate
Artisanal and Small-scale Mining (“ASM”) is a particular surroundings of Lufwanyama District at the end of 2023, a 235%
challenge and opportunity in Africa, and Gemfields, as a large- increase compared with 2022. Similarly, the headcount from
scale miner, has a role to play. Gemfields and Kagem commissioned Montepuez District around MRM increased by 14.5%, while the
an ASM Feasibility Study for emerald mining communities headcount from Cabo Delgado increased by only 4.7% and the
around its concession. The consultant commenced the project in expatriate headcount increased by only 2.5%.
November, with completion expected within six months.
HUMAN RIGHTS
V O C AT I O N A L & S K I L L S T R A I N I N G
In May 2023 Gemfields was formally ratified as a full member of
MRM’s Vocational Training Centre (“VTC”) was inaugurated the Voluntary Principles Initiative (“VPI”), which promotes the
in 2019 and introduced a Machine Operator Training course for implementation of the Voluntary Principles on Security and
60 trainees (20 women, 40 men) on Articulated Dump Trucks Human Rights (“VPSHR”). The VPSHR are principles for
(“ADTs”) in 2023. Additionally, 90 trainees completed the first companies conducting comprehensive human rights risk
training cycle of the year (13 women, 77 men), 61 completed the assessments in their engagement with public and private security
second cycle (11 women, 50 men), and 42 trainees were enrolled providers, to ensure human rights are respected.
for the third cycle (4 women, 38 men) working on plumbing,
electricity, painting, construction and metalwork. 28 machine Both operations now have functioning Operational Grievance
operators passed their theory exams and will progress for practical Mechanisms (“OGM”), compliant with the United Nations
experience with MRM. Guiding Principles on Business and Human Rights (“UNGPs”).
Kagem’s OGM, which was established in November 2022 as part
Kagem took major strides forward to establish a VTC in of its ongoing commitment to engage with the local community,
Lufwanyama, with the signing of an MOU with the Government was widely promoted and sensitised throughout 2023.
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An Independent Monitor is performing independent external COMMUNITY HEALTH


reviews of the Kagem OGM to ensure its effectiveness under the
UNGPs. His first Independent Report can be found on Kagem continued supporting the health sector by donating
Gemfields’ website here: www.gemfieldsgroup.com/assets/ assorted medical supplies to the Lufwanyama District Health
kagem-mining-limited-emerald-mines/ Office in response to the increase in communicable diseases in
children during that period.
MRM’s OGM was launched in February 2021. Following the
completion of its two-year mandate in February 2023, Gemfields Kagem is facilitating access of the vulnerable communities of Pilala
and MRM sought to explore learnings in how the OGM could be and Sandawana to the Nkana Health Centre. Between October
strengthened to enhance its success. The companies engaged and December 2023, Kagem supported the transportation of 409
human rights consultancy Human Level to assist with the exercise. residents from the two communities to the clinic.
After extensive community engagement, it was agreed to proceed
to offer the claimants and community members a new approach MRM’s mobile clinics have now carried out over 234,000
to remedy, whereby the existing claims between 1 January 2012 consultations covering ten villages since 2017. However, the
and 31 December 2018 would be closed by way of a collective, number of people coming forward for consultations at the clinics
mostly non-financial, remediation plan, a refreshed structure that dropped from 34,795 in 2022 to 28,879 in 2023, despite a KPI to
would facilitate effective remediation through a dialogue-based deliver an increase. There are a number of reasons why this
approach named OGM 2.0, and a broader ecosystem of remedy happened, including potentially improved community health
to strengthen its relationship with local communities. After a access following the opening of a new clinic in Namahaca, partly
two-month community engagement approach, the communities paid for by MRM’s tax contributions.
were clear about wanting to adopt the new approach.
MRM worked hard to improve access to clean water for local
Under the Community Remediation Agreement, MRM and communities and delivered and installed 23 rehabilitated
Gemfields agreed to a series of actions including the closure of boreholes and 5 new boreholes in 2023. The company also
OGM 1.0 and implementation of a new remodelled OGM 2.0, all improved access to sanitation with the construction of
of which the company worked on through the second half of 2023. 500 improved latrines for 1,000 families around Namanhumbir.

IMAGE  Healthcare projects, Mozambique


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Business Integrity
Highlighted KPI for 2023

KPI Target Result

Maximise the percentage of Ensure 100% of rough gem All Gemfields mined gemstones
rubies and emeralds that are quality rubies and emeralds are are logged on a blockchain and
fully traceable from mine fully traceable from mine to are fully traceable
to auction customers auction customer

C O R P O R AT E G OV E R N A N C E I N D U ST RY E S G STA N D A R D S

In striving to comply with all applicable laws, regulations, and Gemfields’ core Corporate Responsibility activity is to align all its
listing rules relating to integrity, Gemfields identified no material operations with suitable industry standards. This enables the
non-compliance in 2023. A comprehensive review and business to demonstrate, through third-party verification,
consolidation of the Group Policy Manual was performed in alignment to best practices and set pathways to continuous
2023 to achieve a single, authoritative source of all Group improvement as those standards are developed and improved. For
policies and standard operating procedures, which was completed our jewellery manufacturing and retailing operations, the
in 2023 and approved by Gemfields’ CEO in February 2024. Responsible Jewellery Council is the leading Voluntary
Gemfields Internal Audit team, in line with the Audit Sustainability Initiative (“VSI”), having been in operation since
Committee’s approval, established an enhanced internal process 2005 with the Code of Practices available to businesses for
for auditing, detecting and monitoring of potential non- benchmarking their management policies and processes since
conformances with Group policies and standard operating 2008. The CR Team formed and ran the recertification process for
procedures on a risk-based strategic approach basis. Fabergé, and after a third-party audit in October by SGS UK Ltd,
the company was recertified against the 2019 Code of Practices for
An annual statement is published on the Group’s website to a further term of three years until December 2026.
detail its compliance with the King IV Corporate Governance
Code. A decision was taken in mid-2023 to change mines and seek
verification with the Initiative for Responsible Mining Assurance
See the Corporate Governance section of this report for more (“IRMA”) at MRM instead of Kagem. This was done mainly due
details from pages 108 to 112. to the increasing capabilities and desire of the team at MRM and
the ability to combine the project with the expansion created by
T R A N S PA R E N C Y the new processing plant. The initial self-assessment was completed
in Q4 followed by the development of a management system and
G-Factor continues to be a critical part of Gemfields’ approach to delivery team by the London CR Team working in conjunction
transparency and it was promoted widely by the senior with MRM management. IRMA is not a pass-or-fail standard, but
management team, internally and externally to multiple instead uses points to score or grade each criterion. Our target is to
stakeholders including the Governments of both Zambia and achieve an initial alignment of IRMA 50, which means we
Mozambique. ‘substantially meet’ or ‘fully meet’ all Critical Requirements (of
which there are ~35) within IRMA’s Standard for Responsible
TRACEABILITY Mining, and acquire 50% or more of available points from
remaining non-critical requirements (of which there are ~300
All of the emeralds and rubies sold through Gemfields’ rough relevant to MRM). Verification against the IRMA standard is
gemstone auctions can be fully traced from the customer back to progressing steadily and is expected to be achieved by the end of
the mine, with all gemstones added to an internet blockchain 2024. IRMA defines best practices for what responsible mining
provided by Provenance Proof. should look like at the industrial scale.
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IMAGE  Responsibly mined rough rubies, Montepuez Ruby Mining, Mozambique


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SECTION 3.3

2023 ESG Disclosures

INTRODUCTION

Gemfields aims to follow responsible practices and demonstrate its commitment to Environmental, Social and Governance (“ESG”)
issues by adhering to principles and standards that advance social and environmental goals and protect human rights.

G H G E M I S S I O N S – M E T R I C T O N N E S O F C A R B O N D I O X I D E E Q U I VA L E N T ( “ t C o 2e ” )

2023 20221 20211

Gemfields London
Scope 1 (Gas) 30 27 21
Scope 2 (Electricity) 27 22 14
Scope 3 (Business Travel) 712 503 N/A
Total 769 552 35
Kagem
Scope 1 28,631 27,209 20,371
Scope 2 3,463 3,404 2,776
Scope 3 (Business Travel) 719 N/A N/A
Scope 3 (Diesel consumption by 3 parties) rd
149 81 –
Total 32,962 30,694 1
23,1471
MRM
Scope 1 17,101 14,885 11,895
Scope 2 3,948 3,657 3,592
Scope 3 (Business Travel) 1,313 N/A N/A
Scope 3 (Diesel consumption by 3 parties) rd
46 – –
Total 22,408 18,542 15,487
Other Mozambique
Scope 1 1,530 1,381 548
Scope 3 (Business Travel) 95 N/A N/A
Total 1,625 1,381 548
GROUP TOTAL 57,764 51,169 39,217

1 – Scope 3 (Business Travel) was not disclosed or consistent on the same basis as in 2023, and was therefore not included.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 91

GHG EMISSIONS INTENSITY

INTENSITY tCO 2 E/T ROCK HANDLED 2023 2022 2021

Kagem 0.002 0.002 0.002


MRM 0.003 0.003 0.003
Other Mozambique 0.004 0.003 0.002
Group Total 0.003 0.002 0.003

ENERGY MIX

2023 (KWH) % 2022 (KWH) %

Kagem (2023)
Solar energy consumption 63,422 1.7 45,245 1.2
Total power consumed through ZESCO 3,477,299 95.1 3,417,965 91.5
Total power consumed through diesel generators 113,987 3.1 272,183 7.3
MRM (2023)
Solar energy consumption 1,440 0.0 None. Solar power
projected starting in 2024.
Total power consumed through EDM 3,964,465 57.5 3,635,510 58.8
Total power consumed through diesel generators 2,937,243 42.5 2,551,866 41.2

The majority of grid supply from ZESCO and EDM is hydroelectric power.

IMAGE  Local children attending educational projects, Zambia


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WAT E R U S AG E

MEGALITRES 2023 2022 2 0 21

Kagem Surface water 53.9 46.6 41.5


MRM Groundwater 459.4 558.6 574.9

No water stress was experienced at MRM and Kagem in 2023 (2022: None).

FRESHWATER CONSUMPTION (‘000 m 3 )/ROCK HANDLED 2023 2022 2021

Kagem water intensity 0.004 0.004 0.004


MRM water intensity 0.058 0.080 0.101
Total water intensity 0.023 0.030 0.041

IMAGE  Agricultural projects, Zambia


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U K ST R E A M L I N E D E N E R G Y A N D C A R B O N R E P O R T I N G (“S E C R”)

GEMFIELDS GROUP ENERGY USAGE


DISCLOSURE TABLE (2020 – 2023) UNIT 2023 2022 2021 2020 TOTAL

Gemfields Limited (UK)


Electricity MWh 143 113 54 68 378
Natural Gas MWh 90 125 98 78 391
Kagem
Diesel MWh 110,095 99,404 74,325 24,488 308,311
Electricity1 MWh 3,477 3,418 2,787 1,925 11,607
Petrol MWh 6.8 7.8 4.4 7.6 26.6
MRM
Diesel MWh 62,079 54,574 42,698 19,465 178,817
Electricity1 MWh 3,964 3,673 3,607 2,205 13,450
Charcoal MWh 703 877 937 589 3,106
Other Mozambique sites
Diesel MWh 5,828 5,281 2,148 2,008 15,265
Charcoal MWh 56.9 16.7 6.7 - 80.3
Total (Global) MWh 186,443 167,490 126,666 50,834 531,433

1 – Electricity usage data included in the table above relates to power consumed by Kagem from ZESCO and MRM from EDM.

METHODOLOGY

In accordance with the UK Streamlined Energy and Carbon


Reporting (“SECR”) framework, we have calculated our energy
consumption for the UK and on a global basis. The reporting
methodology and conversion factors used are the Greenhouse Gas
Protocol and the UK Government’s Greenhouse Gas reporting
conversion factors for 2023 and prior years.

AC T I V I T I E S TA K E N O N E N E R G Y E F F I C I E N C Y I N 20 23

Activities to reduce fossil fuel consumption and improve energy


efficiency in 2023 can be found within the Corporate
Responsibility section of this report, available from pages 82 and
83, under ‘Climate Action’.

IMAGE  Planting seedlings, Montepuez Ruby Mining, Mozambique


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SECTION 3.4

TCFD/IFRS Foundation Reporting

The Task Force on Climate-related Financial Disclosures Gemfields set out the following strategy in 2023 to improve the
(“TCFD”) aimed to improve and increase reporting of Group’s climate-related financial planning and disclosure:
climate-related financial information to allow the market
to better understand the impacts of climate change. It fulfilled a. Identify key climate-related risks
its remit and as of October 2023 had been disbanded by b. Form a climate strategy
the Financial Stability Board (“FSB”) that created TCFD c. Gather relevant historic data and incorporate emission
in 2015. The FSB have asked the IFRS Foundation to take over analysis within future budgeting
the monitoring of the progress of companies’ climate-related d. Consider emission targets based on CO2 equivalent per
disclosures. tonnes of rock handling

TCFD has been used to inform the structure and focus Currently the Group has completed stage a), with b) and c) in
of the Group’s reporting and disclosure on climate-related process and focus for 2024.
risks. Gemfields will adapt its disclosure and approach as
TCFD is incorporated into the International Sustainability In respect of the TCFD’s key recommendations, the table below
Standards Board’s (“ISSB’s”) IFRS Sustainability Disclosure outlines an updated response for this period to each aspect, with
Standards. signposts to where other relevant information can be found
elsewhere in the report.

IMAGE  Education projects, Mozambique


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TCFD
THEME TCFD RECOMMENDATION GEMFIELDS GROUP RESPONSE

a) Describe the Board’s Climate change risk and opportunity is delegated from the Gemfields Board to the Risk
oversight of climate- Council which is a sub-committee of the Audit Committee. The Risk Council is
related risks and chaired by an Independent Non-Executive Director. The CEO and CFO are permanent
opportunities. members of this Council, together with other senior management. The Board is duly
updated by the Chair of the Risk Council on matters of a material nature that are raised
within the Risk Council across climate change and the Group’s actions relating to it. The
CEO, CFO and Group General Counsel may also provide management’s comments to
the Board for further discussion.
The Risk Council meets on a quarterly basis with a set agenda item to address any
changes or updates to material risks for the Group. Material risks include those set as a
principal risk within the Risks and Uncertainties section of this report. The relevant risk
for climate-related risks and opportunities is ‘Environmental, Climate, Weather’ with
further details available on page 73.
GOVERNANCE

It should be noted that this strategic risk is the lowest rated of all 12 strategic risk
categories recognised within the Group’s principal risks and it is not perceived to have a
material impact on Gemfields as a business within the next 3-6 months.
b) Describe management’s Management takes a role in assessing climate-related risks by reviewing the operational
role in assessing and risk register scores for environmental and climate risks. These risks are assigned to relevant
managing climate- risk owners and, as part of the GERMS, are monitored on a periodic basis, within the Risk
related risks and Council cycle, in particular.
opportunities.
Management is tasked with considering the types of projects that contribute to the
Group’s own GHG emissions mitigation activities, as well as carrying out assessments of
the physical resilience of the Group’s presence in countries that can be affected by
climate-related risk (such as the increased likelihood of extreme weather events).
Beyond the Group’s reporting to the Risk Council, a Group ESG Committee, made up
of senior management across the business, meets quarterly. These meetings are used to
collaborate and assess the performance of ongoing activities that relate to all ESG
matters, including the Group’s action on climate change. Should there be any relevant
and material matters raised at the ESG Committee, these are then escalated and
reported to the Risk Council.
a) Describe the climate In 2022, Gemfields has established definitions of each time horizon, with short term
related risks and being 2023–2025 (three years from previous annual reporting period), medium term
opportunities the 2026–2036 and long term 2037–2055. These time horizons have been established to
organisation has align with international climate commitments such as the Paris Agreement and Science
identified over the Based Targets initiative (SBTi) and will roll on, each year. Although both Kagem and
short, medium and long MRM have established life-of-mines plans, the time horizons set above have not been
term. adjusted to be aligned. This is because life-of-mines change depending on the speed of
mining and exploration, rather than being related to climate change risk and
opportunities, and there is an expectation of upgrades in the future at both mines.
In 2023, Gemfields completed an internal assessment of the risks and opportunities that
STRATEGY

the Group may face in each time horizon within two categories:
• 1) Climate-related risks as defined in the Group’s Risks and Uncertainties report
available on pages 70 to 77.
• 2) Potential other climate-related risks that could be considered as having an
impact on Gemfields.
1) The climate-related risks that were identified within the Group’s Risks and
Uncertainties report are within the ‘Environmental, Climate, Weather’ principal
risk as shown on page 73. A number of climate-related risks that could impact the
Group have been identified, which include:
• Extreme weather events (such as hurricanes or cyclones)
• Unseasonal or extreme levels of rainfall
• Higher than average humidity and heat
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TCFD
THEME TCFD RECOMMENDATION GEMFIELDS GROUP RESPONSE

2) The potential other climate-related risks that could be considered as having an


impact on Gemfields are:
• Water scarcity
• Increased energy costs
• Regulatory changes
• Reputation and social licence to operate
Each of the risks listed above that relate to weather across both categories could be seen
as opportunities should climate change result in more favourable weather conditions for
our operations. An example would be reduced rainfall or shorter rainy seasons,
simplifying the mining operations during that period, as long as it does not result in
water scarcity issues or other forms of disruption.
Here is a materiality table setting out the Group’s view on the likelihood and level of
impact in which each risk and opportunity could result:
Climate related Risks Sort Term Medium Term Long Term
(2023–2025) (2026–2036) (2037–2050)

Likelihood

Likelihood

Likelihood
Impact

Impact

Impact
Exteme weather events (such as hurricanes or cyclones
Unseasonal or extreme levels of rainfall
Higher than average humidity and heat
STRATEGY (cont.)

Water scarcity
Increased energy costs
Regulatory changes
Reputation and social licence to operate

Legend Low Medium High

The possible financial impacts that may relate to these climate related risks are
challenging to quantify, particularly for ‘Regulatory changes’ and ‘Reputation and social
licence to operate’. Both are ongoingly mitigated against, beyond items related to the
climate.
With ‘Increased energy costs’, it is noticeable how energy prices globally rose in 2022
and 2023. There are a number of factors behind this and climate change’s cost cannot be
isolated.
Both ‘Energy costs’ and ‘Regulatory changes’ could result in higher costs for the Group,
should the transition to greener energy be sped up. Should access to fossil fuels be
restricted (and therefore their cost rise) before technology is available that can help
replace fossil fuel consuming equipment, this could increase operating costs at both
Kagem and MRM. The Group is actively exploring all options to move away from fossil
fuel consuming equipment where possible.
b) Describe the impact of Climate change is referenced in the Group’s risk appetite statement and is recorded
climate-related risks and together with environmental risk as one of the Group’s principal risks (see Section 2.5,
opportunities on the Risks and Uncertainties, for full details of the Group’s principal risks). However, the
organisation’s businesses, Group’s Board of Directors currently rate environmental and climate-related risk as a low
strategy and financial risk to the Group, primarily due to the time frame in which the Board is considering the
planning. status of these principal risks (between six months and one year).
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TCFD
THEME TCFD RECOMMENDATION GEMFIELDS GROUP RESPONSE

The Group recognises that, increasingly, investors and other stakeholders are interested
in the Group’s longer-term approach to climate risk and the impact that it may have on
the Group’s physical and financial resilience.
The largest direct impact on business, strategy and financial planning that the Group
faces is being prepared to continue operating in periods of extreme rainfall. Flooding in
our pits can be an operational hazard as well as reduce the ability to successfully produce
coloured gemstones. In Kagem, preparation begins before the rainy season to allow
water to collect away from production points and to pump out excess water. Limited
amounts of capital expenditure were used to add a second water pump in 2023 and this
is considered alongside all other aspects of mining operations on an ongoing basis.
In Mozambique, increased rainfall can attract more illegal miners to our licences, as it is
easier to wash the gravel to expose rubies and corundum. The Group actively engages with
the local community on illegal mining issues and aims to provide locals with employment.
Gemfields’ climate-related strategy is focused on four areas:
STRATEGY (cont.)

1) Diversity of energy sources To address reliance on power grids/diesel and


increased energy costs
2) Water management To address the risk of excessive rainfall and scarcity in
case of drought
3) Heat management To address adverse working conditions in extreme heat/
humidity environments
4) Incorporation of emission analysis within future budgeting To address our
impact on the climate through our future operations
c) Describe the resilience Gemfields has ambitions to undertake a climate scenario analysis by identifying relevant
of the organisation’s climate-related scenarios, including one consistent with a 2 °C or lower scenario. Any
strategy, taking into analysis would incorporate how resilient Gemfields’ strategy is to the different climate
consideration different scenarios, and how the strategy may be adapted accordingly based on the outcomes from
climate-related the analysis, while considering the Group’s life-of-mine plans.
scenarios, including a Relevant sources may be used to inform the Group’s strategy under different climate-
2 °C or lower scenario. related scenarios, including: the IPCC Assessment Report 5 (IPCC, 2014)1, the 2011
World Bank Climate Change Scenario report for Mozambique (obtained from the
World Bank Climate Change Knowledge Portal https://climateknowledgeportal.
worldbank.org/) and the 2020 First Biennial Update report for Zambia (https://unfccc.
int/documents/267111).

IMAGE  Montepuez ruby mine, Mozambique


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TCFD
THEME TCFD RECOMMENDATION GEMFIELDS GROUP RESPONSE

a) Describe the A description of the Group’s approach to identifying and assessing all risks, including
organisation’s processes climate-related, can be found in Section 2.5, ‘Risks and Uncertainties’ on pages 70 to 77
for identifying and of this report.
assessing climate-related The Group’s Board and management have identified and assessed climate risk at the
risks. strategic and operational level. The Group’s Head of Risk and Assurance completed an
assessment of climate-related risks in 2023, using the internal GERMS as set out in the
response to Strategy (a) part of this section.
b) Describe the Due to the physical nature and location of the Group’s mining operations, there are
organisation’s processes relatively few options available (other than off-sets) to manage or strategically adapt to
for managing climate- climate change, other than for more minor environment-related actions.
RISK MANAGEMENT

related risks. Under the Group’s new ESG strategy framework, under the pillar ‘Nature Positive’, it has
been described how steps have been taken at both Kagem and MRM to investigate ways
to reduce our dependence on fossil fuels used in our operations, such as diesel, primarily
focused on the establishment of a solar power plant at MRM. This is investigated
because of the direct connection between fossil fuels and the negative impacts that can
result from climate change. More details can see seen on pages 82 and 83.
Currently the technology is not available for alternatives to diesel for the yellow-goods
equipment used on site in Kagem and MRM. As previously stated, the business prepares
for strong rainfall each year through the rainy season to limit disruption. However, some
extreme weather cannot be mitigated, such as flash floods or cyclones.
c) Describe how processes Climate change is one of the master operational risks assessed by the relevant operational
for identifying, assessing risk owners on a periodic basis within the GERMS. Climate risk is reviewed over the same
and managing climate- time horizon as other operational risks for the purposes of operational risk management. It
related risks are is recognised that the timeframe is most likely too short to provide a meaningful risk-based
integrated into the assessment of identification or consideration of risks due to the long-term, chronic
organisation’s overall implications of the different climate change scenarios, with the recent assessment
risk management. completed in 2023 a first step to consider longer-term risks.
a) Disclose the metrics The Group captures and reports Greenhouse Gas (“GHG”) data on an absolute and
used by the organisation intensity basis, and these are reported within this Annual Report on pages 90 and 91.
to assess climate-related In addition, the Group reports GHG emissions by different entity and source. The
risks and opportunities Group also reports on water usage because of its importance at both processing plants at
in line with its strategy Kagem and MRM. Finally, the Group reports alongside the UK Streamlined Energy
and risk management and Carbon Reporting requirements on page 93, which sets out the energy used across
process. the mines.
METRICS AND TARGETS

Internally, the Group actively assesses fuel usage to improve efficiency and reduce
emissions where possible. Projects are live to reduce fuel usage, in particular the
establishment of a solar power plant discussed on pages 46 and 83. The Group also
assesses fleet usage, including how this changes during periods of extreme weather and
any impact it may have.
b) Disclose Scope 1, The Group’s GHG emissions data for Scope 1 and Scope 2 can be found on page 90.
Scope 2 and, if Scope 3 is also available for business travel, with business travel disclosed for Kagem and
appropriate, Scope 3 MRM for the first time in 2023. This travel primarily involves expatriates returning to
greenhouse gas and from the mine during the off-periods and is expected to be the most material source
emissions, and the of emissions. Initial data was collected in 2023 from suppliers to expand the scope of
related risks. Scope 3 emissions. Further collection will be completed in 2024, with an ambition to
incorporate it within future disclosure. As discussed in the 2022 report, 2020 was not a
representative year for GHG emissions as Kagem and MRM were closed for the
majority of the year due to the Covid-19 pandemic, therefore 3 years of data is presented
where possible.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 99

TCFD
THEME TCFD RECOMMENDATION GEMFIELDS GROUP RESPONSE

c) Describe the targets Gemfields has an ambition to determine targets aligned with TCFD recommendations,
used by the organisation primarily focusing on greenhouse gas emissions and a broader emissions strategy. Any
to manage climate- Group-level targets are expected to be based on CO2 equivalent per tonnes of rock
related risks and handling, as the diesel used by our yellow-goods equipment is the largest contributor to
opportunities and the Group’s direct emissions.
METRICS AND TARGETS (cont.)

performance against The setting of targets is subject to relevant detailed studies being completed (climate
targets. change scenarios under short-, medium- and long-term time frames, identification,
assessment and management of risk in different contexts, the financial investments and
implications required). For now, the GHG report provides a breakdown of the Group’s
contribution to climate risk via its own emissions with an ambition to incorporate
emission analysis within future budgeting.
The Group’s current focus for setting targets to manage climate-related risks and
opportunities is incorporated within the ESG KPIs the Group has established and
assessed in 2023. In total, 42 KPIs/targets were set in 2023 across a broad range of ESG
areas, with seven identified to relate to our mitigation of or adaptation to climate
change. An example of a KPI and the target set can be seen on page 82, relating to
reducing emissions from static plants (sort house, processing plant, lighting towers and
residential camps). The set of KPIs that the Group will assess in 2024 is being currently
developed and will be refined to ensure their ongoing relevance.

1 – IPCC, 2014: Summary for policymakers. In: Climate Change 2014: Impacts, Adaptation, and Vulnerability. Part A: Global and Sectoral Aspects. Contribution of
Working Group II to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change [Field, C.B., V.R. Barros, D.J. Dokken, K.J. Mach, M.D.
Mastrandrea, T.E. Bilir, M. Chatterjee, K.L. Ebi, Y.O. Estrada, R.C. Genova, B. Girma, E.S. Kissel, A.N. Levy, S. MacCracken, P.R. Mastrandrea, and L.L. White (eds.)].
Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA, pp. 1–32.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 0

SECTION 3.5

Gemfields Foundation

Year three for the Gemfields Foundation saw a focus on the completion of 1 – Ankadikely, Antsahamarofoza – we rehabilitated a primary school
already initiated projects and a need to identify new sources of income. In here in 2021, which comprised classrooms, canteen, a well and
Zambia, we built a solar-powered computer lab, and in Madagascar, we ablutions.
carried out two construction projects at primary schools, providing 2 – Ecole la Bénédiction, Antanetibe – we rehabilitated classrooms,
classrooms and materials to further the education of young people. kitchen and canteen, a well and ablutions here in 2022, and rebuilt
a second block of primary school classrooms in early 2023.
In February 2023, the Foundation trustees decided to partner with 3 – EPP Antanibe, Urban Commune Arivonimamo – we built a new
REXMA NGO again to benefit the Ecole la Bénédiction, a primary block, providing four new classrooms in 2023.
school in rural Madagascar that received Foundation funding for
improvements in 2022. Located in the village of Antanetibe, within In November 2023, we completed construction of a new three-
the municipality of Ankadinandriana, the school was due to be closed classroom block to house a solar-powered computer lab and an early-
down by the governing body on the grounds that the buildings were learning classroom at Kapila Primary School. Started in Zambia in
not up to standard. With the Foundation having rehabilitated the September 2022, this project continued into 2023, and was funded by
school’s classrooms, kitchen and canteen, a well and ablutions in 2022, Gemfields Group Limited shareholder, Assore International Holdings
this second project delivered a block of primary school classrooms, and Kagem. The inauguration, held in November 2023, saw students
expanding the school’s ability to meet local demand. taking computer lessons at the desktop computers for the first time.

In April 2023, computers donated by the Foundation – from funds In December, Gemfields and Fabergé staff kindly donated money to
raised at an event run by Fabergé and the Correa Family Foundation in help fund meals for students attending primary schools, in
Houston in 2021 – were successfully installed at the Chapula collaboration with REXMA NGO. One of the Foundation trustees
Secondary School in Zambia. The Raspberry Pi desktop computers also pledged to fund the purchase of kitchen equipment for the EPP
provide students with (restricted) internet access to facilitate learning Antanibe school in Madagascar in 2024.
via the Khan Academy.
Gemfields’ fine jewellery brand partnership with designer Sandy
In September 2023, the Foundation provided funds to construct a Leong continued into 2023. Leong once again pledged to donate a
new classroom block for a primary school known as EPP Antanibe, percentage of the revenue from sales of select jewellery pieces, featuring
Urban Commune Arivonimamo, in Madagascar. The school is located Gemfields’ Zambian emeralds and freshwater pearls, to children’s
some 45 kilometres east of the capital city, Antananarivo, and serves a educational projects and initiatives to empower women to contribute
mostly rural community, despite being classified as an urban school. It to the economy.
was originally built in 1970 and in need of repair. The classroom
construction is the first, and most urgent, of the project’s three phases. Looking ahead to 2024, Foundation trustees are seeking funds to build
Before the construction project, the school’s six classes were taught in multiple solar-powered computer labs in rural areas, focusing on
the three existing classrooms, as well as outside and in the director’s forming partnerships with likeminded companies. The Foundation
office. The new block provides four new classrooms, complete with maintains its focus on bringing benefit to communities and
tables and benches, to enhance student learning. The building was conservation efforts in sub-Saharan Africa.
completed in December 2023.
The Foundation submits a separate annual report to the UK Charity
So far, in Madagascar, the Foundation has carried out the following Commission and will have its accounts independently reviewed
primary school projects: as required.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 101

IMAGE  Gemfields Foundation projects 2023


IIMAGE  
M AG E XXX
Operations, Kagem Mining, Zambia
SECTION 4

Governance
4.1 Directors’ Report 104

4.2 Corporate Governance Report 108

4.3 Nomination Committee Report 113

4.4 Audit Committee Report 114

4.5 Remuneration Committee Report 116


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 4

S E C T I O N 4 .1

Directors’ Report

The Directors are pleased to present the Group’s Annual Report C O R P O R AT E G OV E R N A N C E


and Consolidated Financial Statements for the year ended
31 December 2023. The Group subscribes to the King Code of Governance Principles
and the King Report on Governance (“King IV”). The Company
N AT U R E O F B U S I N E SS A N D P R I N C I PA L AC T I V I T I E S publishes an annual statement on its compliance with King IV on an
apply-and-explain basis. The Directors carried out an assessment of
Gemfields was incorporated in Guernsey on 4 September 2007 as the principles and recommendations of King IV during the year and
Pallinghurst Resources (Guernsey) Limited and was listed on the fully support its implementation across the Group.
BSX on 26 September 2007. The Group subsequently listed on the
JSE (as a primary listing) on 20 August 2008, followed by a dual FINANCIAL RESULTS
listing on AIM (as a secondary listing) on 14 February 2020. The
Company changed its name from Pallinghurst Resources Limited to The results for the year are shown in the Consolidated Statement
Gemfields Group Limited on 26 June 2018. The Company of Comprehensive Income. The Directors declare the payment of a
de-listed from trading on the BSX effective from 1 July 2020. final dividend in the amount of USD10 million, equivalent to
USD cents 0.85712 per ordinary share, due to be paid on
The Group is an operating mining group and has prepared its 24 June 2024.
financial statements as an operating mining group. The Company
is listed on the Mining sector of the JSE Main Board and quoted RETIREMENT AND RE-ELECTION OF DIRECTORS
on the AIM in London.
In accordance with the Company’s Articles of Incorporation,
The Directors, and their respective designations and appointment Mary Reilly and Kwape Mmela will offer themselves for
dates, are detailed in the table below. re-election at the Annual General Meeting (“AGM”) to be held
on 25 June 2024.
BOARD COMPOSITION

DIRECTOR DESIGNATION APPOINTMENT DATE


Mr Martin Tolcher Independent Non-Executive Director – Chair 25 November 2008
(appointed Chair on 25 November 2019)
Mr Sean Gilbertson Executive Director – Chief Executive Officer 17 July 2017 (appointed CEO on 31 March 2018)
Mr David Lovett Executive Director – Chief Financial Officer 31 March 2018
Mr Lumkile Mondi Lead Independent Non-Executive Director 29 October 2015
Mr Kwape Mmela Independent Non-Executive Director 31 July 2017
Mr Carel Malan Independent Non-Executive Director 9 January 2019 (no longer deemed as Independent from
1 April 2024)
Ms Mary Reilly Independent Non-Executive Director 4 December 2020
Mr Patrick Sacco1 Non-Executive Director 11 October 2021

1 – Mr Kieran Daly was appointed as an alternative director to Patrick Sacco on 12 November 2021.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 5

DIRECTORS WHO RETIRED DURING THE YEAR


4. To re-elect Lumkile Mondi (subject to his re-election as a
No directors retired or resigned during the 12-month period to Director pursuant to ordinary resolution 3) to the Company’s
31 December 2023. Audit Committee.
5. To re-elect Mary Reilly to the Company’s Audit Committee.
SHAREHOLDER MEETINGS 6. To re-elect Carel Malan to the Company’s Audit Committee.
7. To appoint Ernst & Young LLP as the Company’s auditor
The Company’s Annual General Meeting (“AGM”) was held on (until the conclusion of the 2024 annual general meeting)
27 June 2023. All of the following resolutions were passed: and to authorise the Directors to fix their remuneration.

Special resolutions: Non-binding advisory votes:

1. General authority to issue ordinary shares for cash 1. To endorse the Company’s Remuneration Policy (as set out
2. General authority to acquire (repurchase) ordinary shares within the Remuneration Committee Report).
3. General authority to cancel shares 2. To endorse the Company’s Remuneration Implementation
4. Approval of a new Long Term Incentive Plan Report (as set out within the Remuneration Committee
Report).
Ordinary resolutions:
The Group’s next AGM is scheduled for 25 June 2024.
1. The adoption of the Company’s Annual Report and Full details will be set out in the Notice of Annual General
Consolidated Financial Statements for the year ended Meeting and will be distributed to shareholders accordingly.
31 December 2022. The Directors consider that passing the resolutions to be
2. To re-elect Martin Tolcher, who retired by rotation, as a proposed at the AGM will be in the best interests of the
Director of the Company. Company and shareholders as a whole, and unanimously
3. To re-elect Lumkile Mondi, who retired by rotation, as a recommend that shareholders vote in favour of each of them,
Director of the Company. as they intend to do in respect of their own holdings.

IMAGE  Ruby Month Marketing Campaign, featuring Gemfields Mozambican rubies


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 6

INDEPENDENT AUDITOR More details on Going Concern can be found in the Finance Review
on page 30 and in the Notes to the Financial Statements on
Ernst & Young LLP (“EY”) continue as the Company’s independent pages 133 to 136.
statutory auditor and was reappointed by shareholders until the
conclusion of the 2024 Annual General Meeting (“AGM”) and to O M I SS I O N O F C O M PA N Y- O N LY F I N A N C I A L
authorise the Directors to fix their remuneration, at the Group’s I N F O R M AT I O N F R O M T H E C O N S O L I D AT E D
2023 AGM, with 99.99% of votes for. F I N A N C I A L STAT E M E N TS

The Audit Committee has recommended to the Board that EY The Financial Statements are presented on a consolidated basis as
should be re-appointed as the Company auditor for the year required by the International Financial Reporting Standards
commencing after the completion of the Group’s 2024 AGM. (“IFRS”). The Directors believe that the Group’s results as
The Board agreed with this recommendation and, accordingly, an presented provide all material and relevant information for users
ordinary resolution will be included within the forthcoming of the Consolidated Financial Statements and are satisfied that
AGM for the reappointment of EY as independent auditors, and the provision of Company-only financial information would not
to authorise the Directors to fix their level of remuneration. contain any significant additional information that would be of
interest. Accordingly, Company-only financial information has
DIRECTORS’ AND OFFICERS’ LIABILIT Y INSURANCE been omitted from the Consolidated Financial Statements, as
permitted by Section 244(5) of The Companies (Guernsey) Law,
The Company holds Directors’ and Officers’ liability insurance. 2008, and Sections 8.19(b) and 8.62(i) of the JSE Listings
The level of cover and cost of the insurance are reviewed on an Requirements.
annual basis.
DIRECTORS’ RESPONSIBILITIES FOR FINANCIAL
GOING CONCERN REPORTING

As a result of the assessment made, the Directors believe that the The Directors are responsible for the preparation, fair
Group has sufficient cash to meet its obligations as they fall due presentation and integrity of the Annual Report and
and, consequently, the Consolidated Financial Statements have Consolidated Financial Statements, in accordance with IFRS as
been prepared on the going-concern basis. issued by the International Accounting Standards Board

IMAGE  Education projects, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 7

(“IASB”), UK Adopted International Accounting Standards, (c) internal financial controls have been put in place to ensure
and the financial reporting pronouncements issued by the that material information relating to the issuer and its
Financial Reporting Standards Council of South Africa (the consolidated subsidiaries have been provided to effectively
“FRSC Pronouncements”), the JSE Listings Requirements, the prepare the financial statements of the issuer;
AIM Rules for Companies and The Companies (Guernsey) (d) the internal financial controls are adequate and effective and
Law, 2008. can be relied upon in compiling the Consolidated Financial
Statements, having fulfilled our role and function as executive
The Directors are responsible for the following: directors with primary responsibility for implementation
and execution of controls;
• Maintaining adequate accounting records and an effective (e) where we are not satisfied, we have disclosed to the Audit
system of risk management; Committee and the auditors any deficiencies in design and
• The consistent selection and application of appropriate operational effectiveness of the internal financial controls,
accounting policies; and have taken steps to remedy the deficiencies; and
• Making reasonable accounting judgements and estimates; (f ) we are not aware of any fraud involving directors.
• Safeguarding shareholders’ investments and the assets of the
Group; A U D I TO R C O N F I R M AT I O N
• The presentation of information, including accounting
policies, in a manner that provides relevant, reliable, Each of the Directors, at the date of approval of the Consolidated
comparable and understandable information; Financial Statements, confirms that:
• The provision of additional disclosures when compliance
with the specific requirements of the IFRS is insufficient to 1. So far as the Director is aware, there is no relevant
enable users to understand the impact of particular audit information of which the Group’s auditor is unaware;
transactions, other events and conditions on the entity’s and
financial position and financial performance; and 2. Each Director has taken all steps he ought to have taken to
• Preparing the Consolidated Financial Statements on a going- make himself aware of any relevant audit information and to
concern basis unless it is inappropriate to presume that the establish that the Company’s auditor is aware of that
Group will continue in business. information.

The Audit Report is set out in the Consolidated Financial This confirmation is given and should be interpreted in
Statements section of this document. The auditors have accordance with the provisions of Section 249(2) of The
unrestricted access to all accounting records and to the Audit Companies (Guernsey) Law, 2008.
Committee.
A P P R OVA L O F A N N U A L R E P O R T A N D
Having considered the Group’s current financial position, risks C O N S O L I D AT E D F I N A N C I A L STAT E M E N TS
and opportunities, the Directors consider it appropriate that the
Consolidated Financial Statements be prepared on a going- The Annual Report and Consolidated Financial Statements
concern basis. for the year ended 31 December 2023 were approved by the
Directors on 21 March 2024 and will be presented to shareholders
J S E - R E Q U I R E D AT T E STAT I O N STAT E M E N T at the AGM on 25 June 2024. The Consolidated Financial
Statements are signed on the Directors’ behalf by:
Each of the Directors, whose names are stated below, hereby
confirm that:

(a) the Consolidated Financial Statements, set out on pages 126 David Lovett Sean Gilbertson
to 193, are true and fairly present in all material respects the Chief Financial Officer Chief Executive Officer
financial position, financial performance and cash flows of 21 March 2024 21 March 2024
the issuer in terms of IFRS;
(b) to the best of our knowledge and belief, no facts have
been omitted or untrue statements made that would
make the Consolidated Financial Statements false or
misleading;
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 8

SECTION 4.2

Corporate Governance Report

A P P R OAC H TO C O R P O R AT E G OV E R N A N C E Mr Tolcher has served on the Board for a tenure of more than
nine years and, as per the recommendations of King IV, the
The Board is the focal point of the Group’s corporate governance Board is required to review his independence. As Mr Tolcher has
and is ultimately accountable and responsible for the affairs of no significant interests in the Group and his remuneration is
the Group. The JSE Listings Requirements and the AIM Rules reasonable and in line with the market level of remuneration for
for Companies include certain mandatory requirements relating a non-executive chair for a company such as Gemfields, the
to corporate governance. This Corporate Governance Report Board has concluded that his independent classification should
explains how the Group adheres to these requirements. remain for the foreseeable future. A further review of the
In addition, the Group adheres to the principles of King IV on independence of the Non-Executive Directors will be undertaken
an apply-and-explain basis. A register of how the Group complies each year by the Board. Mr Sacco is not considered independent
with the principles of King IV (the King IV Register) is in the context of King IV as a result of his shareholding in the
maintained on the Company’s website, www.gemfieldsgroup.com. Company (through his ownership of Assore International
This details how compliance with each separate principle has Holdings). From 1 April 2024, Mr Malan will not be considered
been achieved. The Board is satisfied that the Group as independent, due to his new permanent role at Ore & Metal
predominantly complies with the principles and Company Limited, a subsidiary of Assore Holdings.
recommendations of King IV. The Board believes that the
Company complies with the Guernsey Companies Law and the The roles of the Chair and the Chief Executive Officer are
Company’s Articles of Association. formalised, separate and clearly defined. This creates a balance of
power and authority and means that no individual is able to
BOARD RESPONSIBILITIES exercise unrestricted power. King IV recommends that the Board
should be led by an independent Non-Executive Chair who should
The Board’s responsibilities include providing strategic direction not be the Chief Executive Officer of the Company. The offices of
and overseeing the performance of the Group. This includes Chair and Chief Executive Officer are separate. The Chair of
reviewing the performance of the Group and evaluating potential GGL, Mr Tolcher, became Non-Executive Chair effective
acquisitions and divestments. The Board is also responsible for 25 November 2019 in order to further align the Company with
determining policies and processes that seek to ensure the the principles of King IV.
integrity of the Group’s risk management and internal controls,
for implementing and maintaining the Group’s communication The other members of the Board believe that the Chair’s wealth of
strategy, and for ensuring the integrity and effectiveness of the knowledge and experience means that he is best placed to provide
Group’s governance processes. overall leadership to the Board. Mr Tolcher stated in the Group’s
Notice of AGM 2023 that he has entered his final term in office on
BOARD COMPOSITION the Board, with a broad search for a new Chair under way.

King IV recommends that a Board should comprise the Mr Mondi is the Company’s Lead Independent Non-Executive
appropriate balance of knowledge, skills, experience, diversity Director (“LID”) and his main responsibilities are to chair any
and independence for it to discharge its governance role and meeting in which the Chair has a conflict of interest and to give
responsibilities objectively and effectively. There are eight stakeholders a point of contact separate from the Executive
Directors on the Board, of whom six are Non-Executive Directors. Mr Mondi also stated in the Group’s Notice of AGM
Directors. Five of the Non-Executive Directors are independent. 2023 that he has entered his final term in office on the Board.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 10 9

A search for a new Non-Executive Director has also AT T E N D A N C E AT B OA R D M E E T I N G S


commenced.
Below is a list of the Directors and their attendance record in
DIVERSITY POLICY respect of the scheduled meetings of the Board and, where they
were members thereof, its committees during 2023:
When considering the balance of the Board or the nomination of
new members or the appointment of senior executives, the range BOARD AUDIT REMUNERATION NOMINATION
of skills, knowledge, experience and diversity of existing
Mr Martin Tolcher 4/4 n/a n/a 2/22
incumbents is taken into account, including gender and race. The
Company seeks to promote diversity at Board level, although it Mr Sean Gilbertson 4/4 n/a 1/1 n/a
does not set targets in respect of race, age, sexual orientation or
Mr David Lovett 4/4 2/2 1/1 n/a
gender when making appointments to the Board. The key factors
considered are those that will result in the appointment of the Mr Lumkile Mondi 4/4 2/2 6/6 3/3
best-qualified individuals who can best serve the interests of all
Mr Kwape Mmela 4/4 n/a 6/6 3/3
the stakeholders of the Company.
Mr Carel Malan 4/4 2/2 n/a 3/3
The Nomination Committee seeks to ensure that the Board has Ms Mary Reilly 4/4 2/2 5/6 1/13
the right balance necessary to carry out its responsibilities in
keeping with robust standards of governance. Mr Patrick Sacco 4/4 n/a 3/41 n/a

EXECUTIVE DIRECTORS 1 – Mr Patrick Sacco joined the Remuneration Committee in March 2023.
2 – Mr Tolcher attended a Nomination Committee meeting in January 2023 as an
observer. He also attended in March 2023 and provided an update on an external
The Executive Directors, Mr Sean Gilbertson (CEO) and Board Performance Evaluation.
Mr David Lovett (CFO), are responsible for the Group’s strategic 3 – Ms Reilly attended a Nomination Committee meeting in September 2023 as
direction and everyday management. The Executive Directors an observer.
often act as Directors of the Group’s subsidiaries. For example,
Mr Gilbertson and Mr Lovett are Executive Directors of
Gemfields and Fabergé and a number of other subsidiaries in the Attendances set out above include attendance in person or by
Group. The Executive Directors attend each of the Company’s remote access.
Board meetings.

BOARD MEETINGS

Board meetings are scheduled on a quarterly basis each year in


order to consider the Group’s strategy, performance, operations
and other issues. Additional Board meetings may be convened
on an ad hoc basis. Directors endeavour to be present at Board
meetings and to participate fully, frankly and constructively.
Matters are decided at Board meetings by a majority of votes. In
the case of an equality of votes, the Chair has a second or casting
vote. Four quarterly Board meetings were held during 2023.

IMAGE
Responsibly mined cut and polished Mozambican ruby
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 110

BOARD COMMITTEES Separately, recognising that the importance of the ESG agenda to
companies has never been greater, the Company has established an
The Board has established certain committees to assist in Environmental, Social and Governance and Ethics Committee
discharging its responsibilities. Reports from the Audit (“ESG Committee”), comprising senior management from around
Committee, Remuneration Committee and Nomination the Group. Mr Toby Hewitt, Group General Council and
Committee are included in this Annual Report. Company Secretary, chairs the ESG Committee and its inaugural
meeting was held on 19 May 2022. Meetings are held every quarter.
The Company does not currently have a Social and Ethics The Company has implemented an ESG Strategy Framework and
Committee as historically the nature and size of the Company has established a set of ESG KPIs for 2023 that fit under the four focus
made such a committee unnecessary but instead has established areas of the Strategy Framework: Nature Positive, Prospering
the Risk Council, which is chaired by Ms Mary Reilly. Its principal Communities, Empowered People and Business Integrity.
purpose is to monitor current and emerging strategic, operations
and ethics risks and challenges facing the Group. It has its own Please refer to the Corporate Responsibility and ESG Report on
terms of reference, and its members are made up of a cross-section pages 80 and 81 for further information on the Group’s ESG strategy
of senior employees across the head office in London. The Risk and approach.
Council meets quarterly, and its recommendations are reported
to the Audit Committee in advance of its own committee C H I E F I N F O R M AT I O N O F F I C E R
meetings. When the Audit Committee does not meet, the Risk
Council reports to the Board. Ethics and Risk are standing agenda King IV recommends that the Board should govern technology
items at the quarterly Board meetings. in a way that supports the Company in setting and achieving its

IMAGE  Operations, Kagem Mining, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 111

strategic objectives. The Board is collectively responsible for RISK MANAGEMENT


information technology (“IT”) governance. Mr Dewald Blom is
the Group’s Chief Information Officer, having been appointed on The Directors are responsible for the Group’s system of internal
6 December 2018. controls, which is designed to provide reasonable assurance against
material misstatement and loss. The Group’s system
R OTAT I O N O F D I R E C TO R S of internal controls is also designed to provide assurance
on the maintenance of proper accounting records,
The Company’s Articles of Incorporation specify that one-third and on the completeness and accuracy of financial information used
of the Non-Executive Directors shall retire from office at each by the Board for decision-making and provision to shareholders.
AGM, by rotation. Any Director appointed since the previous The internal control system includes the following elements:
AGM also retires from their office. However, a retiring Director
can be re-elected at the same AGM and, if re-elected, is deemed • Risk Registers, which are monitored and updated on an
not to have vacated their office. ongoing basis;
• An organisational structure and division of responsibilities;
As previously noted under ‘Board Composition’, GGL’s Chair, and
Mr Tolcher, and Lead Independent Non-Executive Director, • Policies, procedures and systems for monitoring controls.
Mr Mondi, stated in the Group’s Notice of AGM for 2023 that they
do not intend to seek re-election on the Board. A broad search for a As mentioned earlier, the Risk Council is a subcommittee of the
new Chair and Non-Executive Director has commenced. Audit Committee and was established in December 2019.

C O M PA N Y S E C R E TA RY I N V E ST M E N T VA L U AT I O N S

Following Board approval, Mr Toby Hewitt, Group General The Directors are collectively responsible for the estimation of
Counsel, was appointed as Company Secretary on 27 September the fair value of the Group’s investments in each reporting period.
2018. Mr Hewitt is supported by Mourant Governance Services The valuation of each investment as determined by the Directors
(Guernsey) Limited (“Mourant”) and the Company’s in-house has been prepared using a methodology and approach which is
legal and company secretarial team. The Company Secretary and reasonable and compliant with the concept of fair value
the Board also engage external legal counsel and other advisors under FRS.
as necessary.
C O R P O R AT E R E S P O N S I B I L I T Y A N D E S G
The Company Secretary presents the Board with a governance
update at each scheduled meeting. The update usually includes The Directors recognise the importance of corporate
corporate, legal and ESG issues, such as compliance with the UK responsibility. The Company has an integrated corporate
Bribery Act, the JSE Listings Requirements and the AIM Rules responsibility and ESG strategy, with initiatives across the Group.
for Companies. Other issues are raised as appropriate. Where possible, the Board also uses its influence on the Group’s
The Company Secretary also considers non-binding codes, rules subsidiaries to ensure that independent assurance is provided on
and standards, assesses the impact thereof, and recommends a their corporate responsibility and ESG reporting. However, a
suitable course of action to the Board. The Board takes wholly separate public corporate responsibility report is not
responsibility for deciding whether to follow the produced by the Group or by the Group’s subsidiaries.
recommendations of the Company Secretary and for ensuring
compliance with applicable laws. S H A R E H O L D E R C O M M U N I C AT I O N W I T H T H E B OA R D

The Board is required to consider and satisfy itself on an annual Shareholders are able to communicate with the Board either by
basis of the competence, qualifications and experience of the attending the AGM in person or by submitting proxy voting
Company Secretary (as a consequence of the Company’s forms. The Directors regularly meet with analysts, shareholders
JSE listing). The Board believes that it is best served by employing and the media. Gemfields also communicates with its
Mr Toby Hewitt as Company Secretary, who has access to shareholders regarding the Group’s financial performance and
support from Mourant and external legal counsel and other strategy through the Stock Exchange News Service (“SENS”),
advisors, as necessary. The Board is satisfied that the Company the London Stock Exchange Regulatory News Service (“RNS”)
Secretary has the requisite competence, qualifications and and via the website, www.gemfieldsgroup.com. The Board
experience to carry out the required responsibilities. communicates with other stakeholders as appropriate. The
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 112

Company ensures communication with smaller shareholders


located in South Africa who lack access to electronic media by
way of publishing financial results in a main South African
daily newspaper.

INTERNAL AUDIT

King IV recommends that all companies implement an internal


audit function that is insourced to some degree. The Gemfields
Internal Audit function, is the responsibility of the Head of
Risk and Assurance and reports functionally to the Chair of
the Audit Committee, thereby ensuring its independence. In
January 2023, the Company appointed a new Group Manager
– Internal Audit with over thirty years of hands-on internal
audit experience. The Internal Audit Function is assisted by
external advisers as is necessary. The Audit Committee is
satisfied that the Group’s internal financial controls and the
arrangements for internal audit were working effectively during
the period and were predominantly adequate and fit for
purpose.

DEALING IN SECURITIES

GGL has a defined policy for the conduct of Directors and


employees in relation to dealing in the Company’s shares. The
JSE Listings Requirements and the UK Market Abuse Regime
(“MAR”) define closed periods, which are around the time of
the annual results or interim results, or around the release of
any other major announcements, or during price-sensitive
negotiations, acquisitions or disposals, or pending the release
of any other price-sensitive information. Directors (and their
close family members), as well as employees who are classified
as insiders, are prohibited from trading in the Company’s
shares during these prohibited periods. Directors and
employees can trade in the Company’s shares outside of these
periods after first obtaining the necessary approval in writing
in accordance with the Company’s share dealing policy. Any
dealings in the Company’s shares by Directors, persons
discharging managerial responsibilities (“PDMRs”) or their
closely associated persons are announced via SENS and RNS,
published on the Company’s website and notified to the UK’s
Financial Conduct Authority (“FCA”).

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A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 113

SECTION 4.3

Nomination Committee Report

R O L E O F T H E N O M I N AT I O N C O M M I T T E E MEETINGS

The Nomination Committee is pleased to present its report for The Nomination Committee meets as often as required, but not
the year ended 31 December 2023, as recommended by King IV. less than twice per year. Three formal meetings were held during
The Nomination Committee assists the Board in setting and 2023, although the Committee deliberated on matters, as
administering the Company’s Nominations and Succession necessary, on an ad hoc basis.
Policy. The Committee is constituted by the Board and
is accountable both to the Board and to shareholders. D U T I E S C A R R I E D O U T I N 20 23
The Committee assists the Board in its oversight of the
following areas: During the year ended 31 December 2023, the Committee
carried out its duties as required by King IV and its terms of
• Reviewing the structure, size and composition of the Board reference. The Committee performed the following duties:
on an ongoing basis, with the recommendation of any
changes to the Board as necessary; • Confirmed that the reappointment process that was
• Considering diversity, including gender and race, when undertaken for the Company’s 2023 AGM was in line with
assessing suitable candidates for appointment to the Board; the provisions in the Company’s Articles of Incorporation;
• Identifying suitable candidates for appointment to • Reviewed the Nomination Committee Report included in
the Board; the Company’s previous Annual Report;
• Overseeing the reappointment process in respect of all • Oversaw the completion of the Board performance
Directors at the point of their retirement by rotation in evaluation process commenced in 2022;
accordance with provisions in the Company’s Articles of • Reviewed Director independence and the composition of
Incorporation; and Board Committees;
• Reviewing the succession planning for Directors, including • Commenced succession planning in relation to the Chair of
the identification, mentorship and development of the Board and the Lead Independent Non-Executive
future candidates. Director; and
• Conducted interim succession planning for the Chief
COMPOSITION Financial Officer.

The Committee comprises the following Non-Executive MEETINGS


Directors, who have the requisite skills and experience to fulfil
the Committee’s duties: The Committee is satisfied that it considered and discharged its
responsibilities in accordance with its mandate and its terms of
• Mr Lumkile Mondi (Chair); reference during 2023. Accordingly, this report was recommended
• Mr Kwape Mmela; and by the Nomination Committee and was approved by the Board
• Mr Carel Malan. on 21 March 2024.

Lumkile Mondi
Chair of the Nomination Committee
21 March 2024
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 114

SECTION 4.4

Audit Committee Report

ROLE OF THE AUDIT COMMITTEE MEETINGS

The Audit Committee is pleased to present its report for the year In addition to the Committee members, the CFO may attend
ended 31 December 2023, as recommended by King IV. The meetings by invitation. The Chair of the Committee usually
Committee is constituted by the Board, has an independent role, meets separately with both the CFO and the external auditor
and is accountable to both the Board and shareholders. before Committee meetings. The Committee may meet with the
external auditor either formally or informally throughout the
The Committee’s mandate is set out in its terms of reference and year; the audit partner has access to the Committee via the Chair.
includes the following responsibilities: The Chair of the Committee decides whether to convene any ad
hoc meetings and who should be invited to such meetings.
• Monitoring the accuracy and integrity of the Group’s Two formal Audit Committee meetings were held during 2023.
financial and other reporting;
• Monitoring the effectiveness of risk management processes INTERNAL AUDIT
and internal controls;
• Recommending the appointment of external auditors to King IV recommends that all companies implement an internal audit
shareholders on an annual basis; function that is insourced to some degree. The Gemfields Internal
• Reviewing the independence of the external auditor; Audit function, is the responsibility of the Head of Risk and Assurance
• Reviewing the scope, results and cost-effectiveness of and reports functionally to the Chair of the Audit Committee, thereby
independent accounting and valuation services; and ensuring its independence. In January 2023, the Company appointed
• Reviewing the expertise and experience of the Chief a new Group Manager – Internal Audit with over thirty years of
Financial Officer. hands-on internal audit experience. The Internal Audit Function is
assisted by external advisers as is necessary. The Audit Committee is
COMPOSITION satisfied that the Group’s internal financial controls and the
arrangements for internal audit were working effectively during the
The Committee comprises the following Independent Non- period and were predominantly adequate and fit for purpose.
Executive Directors who have the requisite skills and experience
to fulfil the Committee’s duties: EXTERNAL AUDIT

• Mr Carel Malan1 (Chair); The Committee is satisfied that Ernst & Young LLP (“EY”), as
• Mr Lumkile Mondi; and external auditor to the Company, is entirely independent of
• Ms Mary Reilly.1 the Group.

1 – Mr Malan is due to become non-independent from 1 April 2024 due to his The Committee is satisfied with the policies and controls in
employment status. Ms Reilly will assume the role of Chair of the Audit
place that address the provision of non-audit services received
Committee from that date.
from EY.

The Committee was satisfied with the performance of EY as


appointed external auditor to the Company in the 12-month
period to 31 December 2023.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 115

RISK COUNCIL • Considered the performance of the Group’s accounting


function;
A Risks Council was established in December 2019 as a • Considered paragraph 3.84(k) of the JSE Listings
subcommittee of the Audit Committee. Its principal purpose is to Requirements, which require the CEO and CFO to prepare
monitor current and emerging strategic operations and ethics risks a responsibility statement – in particular, the requirement
and challenges facing the Group. It has its own terms of reference. for the Executive Directors to confirm the adequacy of
Its members are made up of a cross-section of senior employees internal financial controls, disclose any deficiencies in design
across the head office in London and it is chaired by Ms Mary and operational effectiveness of the Audit Committee, and
Reilly. The Risk Council meets quarterly and its recommendations confirm that the annual Consolidated Financial Statements
are reported to the Audit Committee in advance of its own are true and fair and respects the financial position, financial
committee meetings. When the Audit Committee does not meet, performance and cash flows of the Company in terms of
the Risk Council reports to the Board. The Risk Council’s primary IFRS;
focus in 2023 was the monitoring of the Company’s Enterprise • Reviewed the performance of the CFO, and was satisfied
Risk Management Framework and ongoing assessment and that the CFO continues to possess the appropriate expertise
mitigation of group-wide risks. Such risks and issues are detailed in and experience to carry out his responsibilities as CFO; and
the Risks and Uncertainties section of this report. • Reviewed the Audit Committee Report included in the
Company’s previous Annual Report.
D U T I E S C A R R I E D O U T I N 20 23
A N N U A L R E P O R T A N D C O N S O L I D AT E D F I N A N C I A L
During the year ended 31 December 2023, the Committee STAT E M E N TS
carried out its duties as required by King IV and its terms of
reference. The Committee has reviewed this Annual Report and the
Consolidated Financial Statements and has concluded that they
The Committee performed the following statutory duties: comply in all material respects with the IFRS, the JSE Listings
Requirements, the AIM Rules for Companies and The
• Considered the qualifications, independence and objectivity Companies (Guernsey) Law, 2008. The Committee has therefore
of EY; recommended the approval of the Annual Report to the Board.
• Reviewed the performance of the external auditor and
confirmed that the external auditor, the partner and the firm CONCLUSION
have complied with the suitability requirements of the JSE;
• Considered the appropriateness of the Group’s going- The Committee is satisfied that it has considered and discharged
concern assessment; its responsibilities in accordance with its mandate and its terms of
• Approved the fees paid to EY during 2023, which were for reference during 2023. Accordingly, this report was recommended
both audit and non-audit services; and by the Audit Committee and was approved by the Board on
• Ensured that the independence of EY has not been 21 March 2024.
compromised for any reason.

In addition, the Committee performed the following duties in Carel Malan


line with its mandate: Chair of the Audit Committee
21 March 2024
• Reviewed the Group annual and interim Consolidated
Financial Statements for compliance with the IFRS, the JSE
Listings Requirements and The Companies (Guernsey)
Law, 2008;
• Reviewed significant judgements and unadjusted differences
resulting from the audit and interim review;
• Reviewed and recommended to the Board for approval the
valuation of the Group’s investments;
• Ensured that the Group’s accounting policies are suitable and
considered the adoption of new and amended accounting
standards;
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 116

SECTION 4.5

Remuneration Committee Report

R O L E O F T H E R E M U N E R AT I O N C O M M I T T E E G E M F I E L D S G R O U P L I M I T E D R E M U N E R AT I O N
POLICY
The Remuneration Committee is pleased to present its report for
the year ended 31 December 2023, as recommended by King IV. Elements of Executive Director Remuneration
The Committee is constituted by the Board, has an independent
role, and is accountable both to the Board and to shareholders. Executive Director remuneration is broken down into two key
The Committee’s mandate is set out in its terms of reference and elements: fixed compensation and performance-related awards.
includes the following responsibilities: The fixed remunerative elements comprise the base remuneration
and employee benefits. The performance-related awards include
• Determining levels of remuneration for each member of short- and long-term incentives.
the Board;
• Determining levels of remuneration for senior members of Elements of Non-Executive Director remuneration
management or staff; and
• Monitoring and maintaining the Company’s Remuneration Chair and Non-Executive Director remuneration comprises fixed
Policy. cash fees for the role of Chair and Non-Executive Director and
additional cash fees for the role of Lead Independent Director,
COMPOSITION and chairing and membership of sub-committees of the Board.

The Committee comprises the following Non-Executive Further detail on the Company’s remuneration policy is set out
Directors, the majority of whom are independent, and who have later in this report.
the requisite skills and experience to fulfil the Committee’s
duties: AGM VOTING, SHAREHOLDER ENGAGEMENT AND
C O M M M I T T E E AC T I O N S I N 20 23
• Mr Kwape Mmela (Chair);
• Mr Lumkile Mondi; The Board, with input from the Remuneration Committee,
• Ms Mary Reilly; and developed a Remuneration Policy (the “Remuneration Policy”)
• Mr Patrick Sacco. and a Remuneration Implementation Report (the
“Implementation Report”), which were put to shareholders, as
MEETINGS non-binding advisory votes, at the Company’s AGM on 27 June
2023. Both votes were passed.
The Committee meets as often as is required, but not less than
twice a year. Six formal meetings were held during 2023, although In addition, a special resolution to approve the Company’s Long
the Committee deliberated on matters, as necessary, on an ad hoc Term Incentive Plan (“LTIP”) was put to shareholders at the
basis. Members of the Remuneration Committee do not AGM, which was also duly passed. A summary of the LTIP’s
participate when the level of their personal remuneration is terms was included in the 2023 notice of AGM.
considered.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 117

On 25 August 2023, shareholders were advised that the COMPOUND AVERAGE TSR % OF SHARES SUBJECT
Company had awarded a total of 11,823,851 performance shares GROWTH FOR THREE-YEAR TO THE TSR TARGET
in the form of nominal cost options (“Performance Shares”) PERIOD TO 31 DECEMBER 2025 VESTING1
under the LTIP to the two Executive Directors and a small Below 10.0% No vesting
number of senior employees including ‘Persons Discharging
10.0% 25%
Managerial Responsibilities’. The vesting of all the Performance
Shares is conditional on meeting performance conditions 15.0% 100%
measured over a three-year period as detailed below. The awards
1 – Straight line vesting for compound average TSR growth between 10.0% and
will vest on the third anniversary of grant and are subject to a 15.0%.
two-year post-vesting holding period and to conventional malus
and clawback provisions.
The base share price for this performance condition is USD19.40
Performance conditions: cents, being the volume weighted average price of the Company’s
shares traded on AIM for the 30 trading days (“30 Day VWAP”)
These performance conditions will be measured from 1 January immediately prior to the start of the Performance Measurement
2023 to 31 December 2025 (“Performance Measurement Period of 16.03 pence translated into USD, using the average last
Period”). exchange rate over the period of the 30 Day VWAP, of USD1.2105
per GBP1.
1. Cumulative Adjusted Earnings Per Share (“AEPS”) Target
This base will be compared with the TSR at the end of the
Up to 50% of the total Performance Shares will vest dependent performance period on 31 December 2025, as calculated using
upon the achievement of a cumulative AEPS target over the the AIM 30 Day VWAP until 31 December 2025 translated into
Performance Measurement Period, determined as follows: USD using the same basis as above, multiplied by one share plus
any additional shares or fraction of a share that could have been
CUMULATIVE AEPS % OF SHARES SUBJECT TO acquired by re-investing any net dividends, using the AIM closing
FOR THE THREE YEARS TO THE AEPS TARGET price on the ex-dividend date applicable to each dividend, paid
31 DECEMBER 2025 VESTING 1 during the Performance Measurement Period.

Below USD 0.09 No vesting


The Remuneration Policy and Remuneration Implementation
USD 0.09 25% Report will be put to shareholders, again as non-binding advisory
USD 0.12 or higher 100% votes, at the Company’s next AGM to be held on 25 June 2024.

1 – Straight line vesting for AEPS between USD0.09 and USD0.12.

AEPS is defined as Headline Earnings Per Share adjusted for


unrealised fair value gains and losses. This removes any gains or
losses that may relate to revaluations of the Company’s 6.54%
stake in Sedibelo Resources and was first reported in within the
Group’s Interim Results 2023 and will be included going forward.
Any adjustments made to the AEPS target for the purposes of the
performance condition shall be applied at the sole discretion of
the Remuneration Committee and may include, without
limitation, charges for share-based payments, the amortisation of
acquired intangible assets, and extraordinary one-off items. Such
adjustments will be applied on a transparent and consistent basis.

2. Total Shareholder Return (“TSR”) Target

Up to 50% of the total Performance Shares will vest dependent


upon the performance of the Company’s TSR measured over the IMAGE  Fabergé x Game of Thrones White and Rose Gold Ruby and
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A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 118

E X E C U T I V E D I R E C TO R R E M U N E R AT I O N

LINK TO BUSINESS
COMPONENT OBJECTIVE STRATEGY POLICY

Base compensation To engage the best Ensures market Executive Director base
Akin to a salary, base talent at Executive competitiveness, helps compensation was initially
compensation is received Director level. to attract and retain key determined by former holders
monthly, based on an annual talent, and provides fair of the equivalent office within
figure decided by the reward for individuals. Gemfields plc, and at prevailing
Remuneration Committee. market rates.
Future reviews will be based on
skill, experience, responsibilities
Element 1: and market rates, with
Guaranteed pay particular emphasis on
and benefits shareholder engagement.
Insurance benefits The benefits package The Company Insurances are comparable with
Executive Directors receive is comparable with recognises the need for those offered to the wider
life insurance, medical and others on the market, a holistic approach to employee base within the
dental insurance, and travel the aim being to an Executive Director’s Group, and are reviewed
insurance policies for attract and retain the guaranteed pay annually.
themselves and their best talent. package.
families.
Annual bonus To encourage Rewards Executive A balanced scorecard approach
At the end of each calendar performance over Directors for a has been adopted from
year, Executive Directors each one-year measurable 1 January 2022.
may receive a cash bonus operating cycle. contribution to the Performance across the various
dependent on the success of Company. metrics is compared against
their work over the previous previous years’ performance.
year, based on the value of
Outside exceptional
their base compensation.
circumstances, the maximum
annual cash bonus will remain
capped at 100% of base
remuneration.
New LTIP To retain, motivate Aligns Executive Normal maximum annual
Annual awards of and attract key Director interests with award for Executive Directors
performance shares vesting individuals and align those of shareholders, at 150% of salary, maximum in
Element 2: after three years subject to them with long-term with growth in the exceptional circumstances, such
Short- and continued employment and company share price, and with as for recruitment, 300% of
long-term meeting objective three-year performance. key group targets salary.
incentives performance conditions. reflected in Award levels for performance
Awards to Executive performance targets. shares will be determined in
Directors subject to a Rewards Executive H1 2024.
two-year post-vesting Directors for delivering
holding period. tangible successes.
Share options The incentive is Aligns Executive Share options are exercisable in
At instatement, Executive twofold: retention of Director interests with set tranches per year, and at a
Directors were granted key talent, and those of shareholders, predetermined date.
share options, which they incentivising delivery and with growth in the The Company does not expect
can exercise at set dates over of excellent share price year on year. to make further awards of this
the subsequent four years. performance in the Motivates long-term type to Executive Directors and
long term. performance. this incentive is intended to be
Rewards Executive replaced by the new LTIP.
Directors for their
tangible successes.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 119

Non-Executive Directors vote, the Committee will re-examine the matter. Where
possible, the Committee will engage in direct discussion with
At the Company’s 2022 AGM, shareholders approved a resolution shareholders in order to understand the motivation behind
to increase the maximum amount payable to Non-Executive such a vote – that is, to better understand their concerns.
Directors from USD100,000 to USD150,000. In 2022, the Chair’s However, a number of shares are held anonymously, thus
fee was increased from USD100,000 to USD130,000. Effective creating an obstacle to shareholder engagement. The
1 January 2022, the structure of the remuneration of the Non- Committee will also consider communicating with
Executive Directors was changed to simplify it and raise it towards shareholders individually, also via the Company’s website and
more competitive levels. Non-Executive Directors without any via SENS and RNS, encouraging shareholders to come
committee memberships and who do not chair committees or forward should they believe their view is yet to be represented.
councils will receive a fee of USD50,000. Non-Executive Directors This is what occurred during 2023.
who sit on up to two committees or council memberships, and one
chair of a committee/council, will receive USD65,000 per annum. King IV standard
The Lead Independent Non-Executive Director role is equivalent to
one committee membership. Non-Executives with additional roles The Committee is satisfied that the Remuneration Policy
beyond this will receive an additional USD7,500 per annum per complies with the King IV Code and that the robust principles of
additional chair of a committee or council and USD5,000 per governance encouraged by King IV have been implemented.
annum per additional committee or council membership.
Remuneration Policy availability
E VA L U AT I O N O F W H E T H E R T H E R E M U N E R AT I O N
POLICY MEETS ITS OBJECTIVES A link to the GGL Remuneration Policy is available online at
www.gemfieldsgroup.com.
When developing the Remuneration Policy, the Remuneration
Committee focused on three key areas. R E M U N E R AT I O N I M P L E M E N TAT I O N R E P O R T

1. The elements of Director remuneration are a good Fixed Compensation


foundation for both the short- and long-term success of the
Company; Effective 1 January 2023, the salary of the CEO was USD610,000
2. The fixed remunerative elements (base compensation, and the salary of the CFO USD399,000.
benefits and Non-Executive Director fees) are competitively
set to both attract and retain the key talent required by the P E R F O R M A N C E - R E L AT E D AWA R D S
Company; and
3. The performance-related elements of variable remuneration Annual Cash Bonus
(annual bonuses and share options) ensure that the interests
of the shareholders are at the forefront of the minds of In accordance with the workings of annual bonus under the
Executive Directors, all of whom would stand to benefit by Remuneration Policy and reflecting solid performance during the
short- and long-term growth of the Company’s business and year as detailed earlier in this Annual Report, bonuses equal to
the share price. 65% of salaries will be paid to the Executive Directors in respect
of 2023.
Shareholder engagement
Since 1 January 2021, Gemfields has applied a balanced scorecard
Shareholder engagement has been key to developing and revising structure. The Company reviewed the workings of annual bonus
the Remuneration Policy and applying it to Executive Director after its first year of operation in order to assess its functioning
remuneration. Shareholder advisory votes are a key means of and suitability, and concluded that the structure had worked
shareholder feedback from which the Committee can tailor both effectively.
practical remuneration and the Remuneration Policy.
Consequently, the Company commits to engaging shareholders The central methodology for this structure is an assessment of
about remuneration each financial year. performance improvement across 11 Key Performance Indicators
(“KPIs”) against performance in the previous year and
Should any shareholder advisory vote conclude in a result of performance over the previous three years. These KPIs are, in
less than 75% in favour of the remuneration matter under order of weighting:
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12 0

1. Free Cash Flow – 17.5%; exercise price of ZAR3.45 per ordinary share of
2. Revenue – 15%; USD0.00001 each in the company (“Ordinary Share”).
3. Total Cash Operating Cost – 15%; Mr Gilbertson exercised these share options on a ‘retain’ basis,
4. HSEC (Health, Safety, Environment, Community) – 12.5%; meaning that Mr Gilbertson paid the exercise cost of
5. Total Premium Carats Produced – 12.5%; ZAR19,244,245 to the Company and retained all 5,578,042
6. Total Rock Handling – 7.5%; Ordinary Shares. Following the above transaction,
7. Fabergé Cash Consumption from the Gemfields Group – 5%; Mr Gilbertson owns 17,548,327 Ordinary Shares, representing
8. Balance Sheet (net cash/net debt, treasury, financing, tax) – 1.5 per cent of the Company’s issued shares.
5%;
9. Strategy/Business Development/Development Projects/ The table below illustrates the number of options issued and
Organic Growth – 5%; forfeited/lapsed during the year in respect of the Executive
10. Leadership/Organisational/People Development/Staff Directors.
Turnover – 2.5%; and
11. Financial and Shareholder Reporting/Auditors/Accounting/ Share options for employees of the wider Group
Controls – 2.5%.
In 2018, the Group established a share option programme for
Performance against each KPI was scored in a matrix against the employees of the wider Group within the parameters of the
previous performance, including negative scoring, which the scheme approved by shareholders on 26 June 2017. In the same
Committee then assessed. manner that the Company has used share options as a long-
term incentive for its Executive Directors, the Board extended
All bonus payments are at the discretion of the Remuneration this benefit to a wider number of its employees.
Committee. Under the structure, the Committee has an
overriding discretion to adjust bonus payments from formulaic Under the terms of the plan, the Company can issue a maximum
outcomes in light of the Committee’s overall assessment of (1) of 167,341,278 options but the Company does not intend to
overall performance and (2) HSEC matters. issue any new share options under the plan, following the
implementation of the new LTIP.
In determining bonus payments in respect of 2023, the
Committee disregarded 2020 performance, which was severely All share options vest over a four-year period in tranches of
negatively impacted by the Covid-19 pandemic, comparing 2023 20%. One-fifth of the options granted vest immediately, with
performance to 2022, 2021 and 2019. the remaining 80% vesting equally annually on the grant date
over the following four years, during which the grantee has to
LONG TERM INCENTIVE PLAN (“LTIP”) remain in employment. Three-fifths of awards lapse on the
fifth anniversary of grant, with the balance lapsing in equal
On 27 June 2023, Sean Gilbertson exercised 5,578,042 share tranches on the sixth and seventh anniversaries of tranche, and
options, granted under a previous share option scheme, at an so have a three-year exercise window before lapsing.

OPTIONS OPTIONS OPTIONS


GRANTED FORFEITED/ EXERCISED OPTIONS HELD
OPTIONS HELD AT ISSUED EXERCISE DURING LAPSED DURING DURING THE AT 31 DECEMBER
LTIP 1 JANUARY 2023 DATE PRICE THE YEAR THE YEAR YEAR 2023

Sean Gilbertson 11,156,087 September 2017 ZAR3.45 – – 5,578,042 5,578,045


Sean Gilbertson – August 2023 Nominal - 3,749,093 – – 3,749,093
Performance
Shares under
the new LTIP
David Lovett – August 2023 Nominal - 2,043,563 – – 2,043,563
Performance
Shares under
the new LTIP
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 121

At 31 December 2023, the following share options had been granted, including to Executive Directors, and were outstanding in respect
of the ordinary shares:

OUTSTANDING AT OUTSTANDING AT
ISSUE DATE EXERCISE PRICE 1 JANUARY 2023 GRANTED FORFEITED/LAPSED EXERCISED 31 DECEMBER 2023

September 2017 ZAR3.45 11,156,088 – (1) (5,578,042) 5,578,045


January 2018 ZAR2.97 5,980,315 – (2,387,121) (2,365,457) 1,227,737
July 2018 ZAR2.30 9,939,114 – (960,164) (5,953,000) 3,035,950
March 2019 ZAR1.91 318,108 – (10,103) (218,000) 90,000
August 2023 Nominal - – 11,823,851 – – 11,823,851
Performance
Shares under
the new LTIP
Total 27,393,620 11,823,851 (3,357,389) (14,114,499) 21,755,583

IMAGE  Agricultural projects, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12 2

To provide information to shareholders in relation to the level of • 5,578,045 share options (circa 0.48% of the outstanding
dilution arising from the existing awards, the Company sets out awards) have a ZAR3.45 exercise price. These options will
the following summary points. lapse in September 2024. These share options are all held by
• As at 31 December 2023, 21,755,583 share options were the Chief Executive Officer; and
outstanding, representing circa 1.86% of the Company’s • 14,104,499 share options were exercised by Group employees
current shares in issue as at 31 December 2023; during the year ending 31 December 2023.
• While this percentage is material, dilution may be lower
given the structure of the awards (including exercise price,
lapsing profile and performance criteria);

D I R E C TO R S ’ R E M U N E R AT I O N TA B L E ( N OT I N C L U D I N G LT I P AWA R D S )

1 JANUARY 2023 TO BASE COMPENSATION BENEFITS PENSION BONUS TOTAL


31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000

Sean Gilbertson 610 11 30 397 1,048


David Lovett 399 8 20 259 686
Total 1,009 19 50 656 1,734

The fees payable to Non-Executive Directors for the year ended 31 December 2023 are as follows:

LEAD INDEPENDENT
1 JANUARY 2023 TO GROUP DIRECTOR FEES BOARD COMMITTEES DIRECTOR TOTAL
31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000

Martin Tolcher 130 – – 130


Lumkile Mondi 50 15 10 75
Kwape Mmela 50 15 – 65
Carel Malan 50 15 – 65
Mary Reilly 50 15 – 65
Patrick Sacco 50 11 – 61
Total 380 71 10 461

R E M U N E R AT I O N I N 20 24
Toronto Stock Exchanges. They comprise Alphamin Resources,
Benchmarking DRD Gold, Kenmare Resources, Afrimat, Pan African
Resources, Tharisa, Sylvanian Platinum, Lucara Diamonds,
The Company commissioned h2glenfern Remuneration Caledonia Resources, Petra Diamonds, Merafe Resources,
Advisory to prepare a benchmarking report covering Executive Shanta Gold and Gem Diamonds. Executive salary levels at
and Non-Executive remuneration in early 2023. The Gemfields were found to be from around the median to the
comparator companies comprised international resources- upper quartile of the comparator group companies. Annual
orientated companies of a broadly similar profile and size by bonus was found to be in line with market levels. The long-
equity value, revenue, earnings and assets to Gemfields. In term incentive structure used by the majority of comparator
response to shareholder feedback, they include companies group companies is an annual award of performance shares at a
based in South Africa and quoted on the Johannesburg Stock specified percentage of salary vesting after three years subject to
Exchange as well as companies quoted on the London and meeting objective performance targets.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12 3

Salaries A P P R OVA L O F T H E R E M U N E R AT I O N C O M M I T T E E
R E P O R T F O R 20 23
Effective 1 January 2024, the salary of the CEO was increased by
3.4% to USD630,740 and the salary of the CFO was increased by All decisions undertaken in the 2023 financial year
5.4% to USD420,546. The Committee seeks to set salary levels for were compliant with the Remuneration Policy as determined
these Executives at between the median and the upper quartile in by the Committee. Accordingly, this report was recommended
view of its assessment of their experience, skills and performance. by the Committee and was approved by the Board on
21 March 2024.
Annual bonus

Annual bonus is expected to operate in 2024 in a similar manner Kwape Mmela


to 2023 based on a balanced scorecard and with a normal Chair of the Remuneration Committee
maximum amount set at 100% of salary. 21 March 2024

Non-Executive Director remuneration

There will be no changes to the level of structure of Chair or Non-


Executive Director remuneration for 2024. As such, the fee levels
will be as disclosed earlier in this report.

IMAGE  Emerald Month Marketing Campaign, featuring Gemfields Zambian emeralds


II M
MAAG E XXX
G E    Responsibly mined cut and polished Mozambican rubies, Zambian emeralds and sapphires
Financial
Statements
5.1 Consolidated Income Statement  126

5.2 Consolidated Statement of Comprehensive


Income127

5.3 Consolidated Statement of Financial Position  128

5.4 Consolidated Statement of Cash Flows 129

5.5 Consolidated Statement of Changes in Equity  130

5.6 Notes to the Consolidated Financial Statements  132

5.7 Independent Auditor’s Report 194


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12 6

S E C T I O N 5 .1

Consolidated Income Statement


for the year ended 31 December 2023

2023 2022
NOTES USD’000 USD’000

Revenue 3 262,019 341,106


Cost of sales 4 (160,651) (159,365)
Gross profit 101,368 181,741
Unrealised fair value losses on unlisted equity instruments 12 (28,000) (5,200)
Selling, general and administrative expenses 5 (56,486) (60,097)
Other income 505 99
Profit from operations 3 17,387 116,543

Finance income 8 2,204 1,259


Finance costs 8 (3,022) (3,147)
Profit before taxation 16,569 114,655
Taxation 9 (19,398) (40,387)
NET (LOSS)/PROFIT AFTER TAXATION (2,829) 74,268

(Loss)/profit for the year attributable to:


Owners of the parent (10,090) 56,779
Non-controlling interest 7,261 17,489
(2,829) 74,268
(Loss)/earnings per share attributable to the parent:
Basic – USD cents 21 (0.8) 4.8
Diluted – USD cents 21 (0.8) 4.8

The accompanying notes form part of these Financial Statements.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 127

SECTION 5.2

Consolidated Statement of
Comprehensive Income
for the year ended 31 December 2023

2023 2022
USD’000 USD’000

(Loss)/profit after taxation (2,829) 74,268


Other comprehensive income/(loss):
Items that have been/may be reclassified subsequently to profit or loss:
Exchange gain/(loss) arising on translation of foreign operations 424 (1,977)
Total other comprehensive income/(loss) 424 (1,977)
TOTAL COMPREHENSIVE (LOSS)/INCOME (2,405) 72,291

Total comprehensive (loss)/income attributable to:


Owners of the parent (9,638) 54,773
Non-controlling interest 7,233 17,518
(2,405) 72,291

The accompanying notes form part of these Financial Statements.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12 8

SECTION 5.3

Consolidated Statement of
Financial Position
as at 31 December 2023
2023 2022
NOTES USD’000 USD’000

ASSETS
Non-current assets
Property, plant and equipment 10 356,589 336,765
Intangible assets 11 65,967 56,139
Unlisted equity investments 12 4,000 32,000
Deferred tax assets 9 6,064 6,307
Other non-current assets 14 23,653 14,124
Total non-current assets 456,273 445,335
Current assets
Inventory 13 109,657 110,625
Trade and other receivables 14 78,967 99,639
Current tax receivable 1,373 –
Cash and cash equivalents 51,621 118,526
Total current assets 241,618 328,790
Total assets 697,891 774,125
LIABILITIES
Non-current liabilities
Deferred tax liabilities 9 70,877 76,780
Lease liabilities 18 755 1,166
Provisions 17 3,442 6,544
Other non-current payables 15 8,034 5,000
Total non-current liabilities 83,108 89,490
Current liabilities
Trade and other payables 15 47,930 44,158
Current tax payable – 33,351
Borrowings 16 40,474 14,007
Lease liabilities 18 415 1,166
Provisions 17 2,471 10,856
Total current liabilities 91,290 103,538
Total liabilities 174,398 193,028
Net assets 523,493 581,097
EQUITY
Share capital 19 12 12
Share premium 19 486,688 494,483
Cumulative translation reserve 3,681 3,229
Option reserve 20 4,295 4,911
Retained deficit (56,504) (12,126)
Attributable to equity holders of the parent 438,172 490,509
Non-controlling interest 22 85,321 90,588
Total equity 523,493 581,097

The Financial Statements were approved and authorised for issue by the Directors on 21 March 2024 and were signed on their behalf by:
David Lovett Sean Gilbertson
Director Director

The accompanying notes form part of these Financial Statements.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 12 9

SECTION 5.4

Consolidated Statement of Cash Flows


for the year ended 31 December 2023

2023 2022
NOTES USD’000 USD’000

Cash flow from operating activities


Profit for the year before tax 16,569 114,655
Adjustments for:
Unrealised fair value losses 12 28,000 5,200
Other fair value losses – 35
Depreciation and amortisation 3 36,931 37,671
Write down of inventory and other assets 3 729 6,172
Share-based payments 5 96 150
Net finance expenses 8 818 1,888
Net foreign exchange losses 5 2,832 978
Profit on sale of fixed assets (535) –

Change in operating assets and liabilities:


Decrease/(increase) in trade and other receivables 12,053 (18,987)
Increase in trade and other payables 5,070 5,112
Decrease/(increase) in inventory 851 (278)
(Decrease)/increase in provisions (10,930) 6,675
Cash generated from operations 92,484 159,271
Tax paid (57,252) (39,772)
Net cash generated from operating activities 35,232 119,499
Cash flows from investing activities
Purchase of intangible assets (10,368) (6,322)
Purchase of property, plant and equipment (57,931) (27,768)
Disposal of property, plant and equipment 535 –
Interest received 1,832 481
Cash advances and loans made to related parties 14 (8,100) (6,500)
Increase in investment in an associate (499) (857)
Net cash utilised in investing activities (74,531) (40,966)
Cash flows from financing activities
Cash paid in Group share buy-back programme (9,870) –
Issue of shares 2,075 6,080
Proceeds from borrowings 16 40,474 15,242
Repayments of borrowings 16 (14,007) (35,970)
Cash payments of principal on leases 18 (1,432) (1,639)
Interest paid (2,870) (2,752)
Dividends paid to shareholders of the parent company (35,000) (35,000)
Dividends paid to non-controlling interest in Kagem (5,000) (1,500)
Net cash utilised in financing activities (25,630) (55,539)
NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS (64,929) 22,994
Cash and cash equivalents at the beginning of the year 118,526 97,720
Net foreign exchange loss on cash (1,976) (2,188)
CASH AND CASH EQUIVALENTS AT END OF THE YEAR 51,621 118,526

The accompanying notes form part of these Financial Statements.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 0

SECTION 5.5

Consolidated Statement of
Changes in Equity
for the year ended 31 December 2023

TOTAL
ATTRIBUTABLE
CUMULATIVE RETAINED TO EQUITY NON–
SHARE SHARE TRANSLATION OPTION (LOSSES)/ HOLDERS OF CONTROLLING TOTAL
CAPITAL PREMIUM RESERVE RESERVE EARNINGS THE PARENT INTEREST EQUITY
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Balance at
1 January 2023 12 494,483 3,229 4,911 (12,126) 490,509 90,588 581,097
Profit for the year – – – – (10,090) (10,090) 7,261 (2,829)
Other comprehensive
income/(loss) – – 452 – – 452 (28) 424
Total comprehensive
income/(loss) – – 452 – (10,090) (9,638) 7,233 (2,405)
Share options recognised
during the year – – – 96 – 96 – 96
Share options exercised
during the year – 2,075 – (597) 597 2,075 – 2,075
Share options lapsed/
forfeited during the year – – – (115) 115 – – –
Share buy-back – (9,870) – – – (9,870) – (9,870)
Dividends declared – – – – (35,000) (35,000) (12,500) (47,500)
Total contributions to owners – (7,795) – (616) (34,288) (42,699) (12,500) (55,199)
Balance at
31 December 2023 12 486,688 3,681 4,295 (56,504) 438,172 85,321 523,493

The accompanying notes form part of these Financial Statements.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 131

TOTAL
ATTRIBUTABLE
CUMULATIVE RETAINED TO EQUITY NON–
SHARE SHARE TRANSLATION OPTION (LOSSES)/ HOLDERS OF CONTROLLING TOTAL
CAPITAL PREMIUM RESERVE RESERVE EARNINGS THE PARENT INTEREST EQUITY
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Balance at
1 January 2022 11 488,404 5,235 7,303 (36,447) 464,506 79,695 544,201
Profit for the year – – – – 56,779 56,779 17,489 74,268
Other comprehensive
income/(loss) – – (2,006) – – (2,006) 29 (1,977)
Total comprehensive
income/(loss) – – (2,006) – 56,779 54,773 17,518 72,291
Share options recognised
during the year – – – 150 – 150 – 150
Share options exercised
during the year 1 6,079 – (1,194) 1,194 6,080 – 6,080
Share options lapsed/forfeited
during the year – – – (1,348) 1,348 – – –
Dividends declared – – – – (35,000) (35,000) (6,625) (41,625)
Total contributions to owners 1 6,079 – (2,392) (32,458) (28,770) (6,625) (35,395)
Balance at
31 December 2022 12 494,483 3,229 4,911 (12,126) 490,509 90,588 581,097

The accompanying notes form part of these Financial Statements.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 2

SECTION 5.6

Notes to the Consolidated


Financial Statements
for the year ended 31 December 2023

1. B A S I S O F P R E PA R AT I O N

Gemfields Group Limited (or “GGL” or “the Company” or “the Parent”) is incorporated in Guernsey under The Companies (Guernsey)
Law, 2008. The Company’s registered office address is PO Box 186, Royal Chambers, St Julian’s Avenue, St Peter Port, Guernsey, GY1
4HP, Channel Islands. The nature of the operations and principal activities of the Company and its subsidiaries (together “the Group”)
are set out in the Operations Review on pages 38 to 57.

The Company’s accounting policies are the same as those of the Group. Company-only financial information has been omitted from
these Consolidated Financial Statements, as permitted by The Companies (Guernsey) Law, 2008, Section 244(5), sections 3.19(b) and
8.62(i) of the JSE Listings Requirements.

Statement of compliance

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board (“IASB”), UK Adopted International Accounting Standards, the SAICA
Financial Reporting Guides, as issued by the Accounting Practices Committee, and the financial reporting pronouncements issued
by the Financial Reporting Standards Council of South Africa (the “FRSC Pronouncements”). IFRS as adopted by the UK differs in
certain respects from IFRS as issued by the IASB. However, the differences have no impact on the Group’s Consolidated Financial
Statements for the years presented. The Consolidated Financial Statements also comply with the JSE Listings Requirements, the AIM
Rules for Companies and The Companies (Guernsey) Law, 2008 and show a true and fair view.

The significant accounting policies applied in preparing these Consolidated Financial Statements are set out in Note 2: Accounting
Policies. These policies have been consistently applied throughout the period.

The Consolidated Financial Statements have been prepared under the historical cost convention except as where stated.

Foreign currency

The Consolidated Financial Statements are presented in United States Dollars (“USD”), rounded to the nearest thousand (USD’000),
except where otherwise indicated. This means that these financial statements can be compared with those of similar companies.

Basis of consolidation

The Consolidated Financial Statements incorporate the financial information of Gemfields Group Limited as well as its subsidiary
undertakings made up to 31 December each year. The results of subsidiaries acquired or disposed during the year are included in profit
and loss from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with
those used by other Group entities and within these Consolidated Financial Statements.

All significant intercompany transactions and balances between Group entities are eliminated on consolidation.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 3

1. B A S I S O F P R E PA R AT I O N ( C O N T I N U E D )

New and amended standards which are effective for these Consolidated Financial Statements

Certain new and amended accounting standards and interpretations have been applied by the Group for the first time for the annual
reporting period commencing on 1 January 2023. These have not had any material impact on the disclosures or on the amounts reported
in these Consolidated Financial Statements, nor are they expected to significantly affect future periods.

• IFRS 17 Insurance contracts


• Amendments to IAS 8 Definition of accounting estimates
• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of accounting policies
• Amendments to IAS 12 Deferred tax related to assets and liabilities arising from a single transaction
• International Tax Reform—Pillar Two Model Rules – Amendments to IAS 12

New and amended standards which are not yet effective for these Consolidated Financial Statements

The following new and amended accounting standards and interpretations have been published that are not mandatory for the year
ended 31 December 2023, nor have they been adopted early by the Group. There are no other standards, amendments or interpretations
in issue but not yet adopted that the Directors anticipate will have a material impact on the Group’s Consolidated Financial Statements
in the current or future reporting periods.

• Amendments to IFRS 16: Lease Liability in a Sale and Leaseback


• Amendments to IAS 1: Classification of Liabilities as Current or Non-current
• Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7

Climate change

Management has considered the impact of climate change on Group’s business models, cash flows, financial position and financial
performance, and does not think the effect of climate-related matters is material. The Group does not have any assets or liabilities for
which measurement is directly linked to climate change performance. Further information on the impact of climate-related risks and
opportunities on the Group’s business activities, strategy and financial planning can be found within Section 2.5 of this Annual Report.

Going Concern

The Group’s business activities, together with the factors likely to impact its future growth and operating performance, are set out in the
Operational Review within Section 2.2. The financial performance and position of the Group, its cash flows and available debt facilities
are described in the Finance Review on pages 30 to 37.

The Group manages liquidity risk by maintaining adequate committed borrowing facilities and working capital funds. The Board
monitors the net debt level of the Group taking into consideration the expected outlook of the Group’s financial position, cash flows
and future capital commitments. The Group adopts a prudent approach in managing its liquidity risk, reflecting the volatility in
gemstone mining and prices.

In 2023 the Group generated revenues of USD262.0 million (USD241.3 million in auction revenues, USD3.8 million in direct sales,
USD15.7 million in Fabergé sales, and USD1.2 million in cut and polished sales). Directors remain confident in the current high level
of market demand for gemstones. The Group’s gross cash position lands at USD51.6 million in December 2023 with USD38.5 million
auction receivables (USD0.6 million from Kagem and USD37.9 million from MRM). All auction receivables had been fully collected
by the date of these Consolidated Financial Statements. As at 31 December 2023, the Group had outstanding debt of USD40.5 million
(MRM USD20.4 million and Kagem USD20.1 million), with available facilities of USD24.5 million.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 4

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

1. B A S I S O F P R E PA R AT I O N ( C O N T I N U E D )

Going Concern (continued)

In relation to the existing borrowings and available facilities, in the first half of 2023, Kagem repaid the USD10.0 million revolving credit
facility with ABSA Zambia Plc that was outstanding as at 31 December 2022. A new agreement with ABSA Zambia was entered into
during the period, for a USD15.0 million overdraft facility at an interest rate of 4.5%+ three-month SOFR. Under this facility
USD7.3 million was outstanding as at 31 December 2023. In addition, in February 2023, Kagem entered into a USD15.0 million overdraft
facility with FNB Zambia Ltd at a 5.5% fixed interest rate. As at 31 December 2023, the outstanding balance under this facility was
USD12.8 million. These facilities are not subject to any covenants.

Furthermore, in 2016, MRM entered into unsecured overdraft facilities with ABSA Mozambique SA (USD15.0 million) and BCI
(USD15.0 million, increased to USD20.0 million on 5 July 2023). The outstanding overdraft balance as at 31 December 2023 was
USD20.4 million, comprised of USD11.3 million at ABSA and USD9.1 million at BCI. There are no covenants attached to these
overdrafts except that the overdrafts should be cleared to nil at least once a year during the renewal period.

MRM is in the process of securing two additional debt facilities to finance the construction of a second processing plant. In August
2023, MRM entered into a contract with Consulmet (Africa) Limited (“Consulmet”) to construct this second processing plant for
approximately USD70.0 million; the first payment of 20% of the total cost was made on 11 August 2023. The new plant will triple
MRM’s processing capacity from the existing 200 tonnes per hour to 600 tonnes per hour, allowing it to bring additional size and colour
variations of rubies into the market. The going concern model assumes that the new debt facilities will be available in 2024 as
Management is confident of securing these loans based on ongoing communications with financial institutions. In the remote case of
not being able to secure one of the additional facilities the Group will be able to manage its cash flows with saving measures that are
within the Group’s control.

Given the lower investment during 2020 and 2021 due to COVID-19, Kagem invested in mining equipment in 2023 and will continue
with steady capital spend in 2024. MRM will also focus on mining fleet replacements and capital repairs in 2024 as well as investment
in the second processing plant.

The Group has also resumed the investment programme for the development assets in Mozambique (MML, ERM, CDJ and NRL).
The planned spend on these assets is uncommitted and discretionary, except for minimum spend for security and licence retention.

Scenario analysis – risk assessment


Under the base case, MRM and Kagem continue with six to seven auctions scheduled per year in 2024 and 2025. Group revenues also
include direct sales, cut and polished sales, jewellery sales and inaugural gold and ruby sales by development assets. Capital expenditures
mainly comprise investments in mining equipment and infrastructural development. All existing debt facilities are available in 2024
and 2025.

The base case forecast indicates that the Group has sufficient cash headroom after settling all its liabilities as they fall due throughout
the going-concern assessment period. All mitigations resulting from the cancellation of the emerald auction have been taken into
account, including measures related to managing certain costs and expenses. The going-concern assessment is dependent upon the
timing and size of the emerald and ruby auctions held in 2024 and 2025, and to a lesser extent the ongoing inflationary pressures.

Several scenarios were modelled in the Directors’ assessment, including, but not limited to: (i) a 10% reduction in Group revenues and
5% increase in operating costs at Kagem and MRM across the going concern period to 30 September 2025; and (ii) insurgency scenario
assuming four insurgency months in May and June of 2024 and 2025.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 5

1. B A S I S O F P R E PA R AT I O N ( C O N T I N U E D )

Going Concern (continued)

(i) Reduction in revenues and increase in costs scenario


The reduced revenue and increased costs scenario is designed to reflect the risks of:

• Changing levels of demand resulting in deferrals in the planned auction schedule.


• Any significant downside trends in the grade that would have an impact on revenues.
• Potential implications on the Group’s operations in respect of the conflict in Ukraine and the Middle East, in particular on
the operating cash base at the mines. Trade disruptions together with high commodity prices have already affected the cost
base across both mines.

In this scenario where operating expenses are projected to increase by 5% at both mines and Group revenues to reduce by 10%, the
Group is able to continue operations during the going-concern period with significant levels of headroom by applying cash saving
actions which are within Management’s control. The list is not exhaustive and remains dynamic:

• Reduction of budgeted investment in development assets (Madagascar, MML, ERM and NRL).
• Suspension of planned investment in expansion at Kagem and MRM, not including payments for the second processing plant.
• Reduction in budgeted advertising and marketing expenditure across the Group.
• Professional and consulting fees reduction at corporate level.
• Fabergé costs reduction, including reduced inventory purchases.

By applying the above measures the Group would have sufficient cash savings of USD44.1 million in the going-concern period
( January 2024 to September 2025), and these could reasonably be implemented without jeopardising production at the mines.

(ii) Insurgency scenario


Given the proximity of the insurgent activities to the MRM mine site, the Directors acknowledge the risk of an insurgency affecting
operations and, as such, have modelled an insurgency scenario that sees MRM overrun and consequently inaccessible to the Group for
four months in the going-concern period. In this case, the Directors have assumed the following:

• Operations at MRM cease for four months May–June 2024 and May–June 2025, referred to as “insurgency months”.
• MRM auction revenues reduce by 10% compared to the base case in FY24 and FY25.
• Unavoidable costs in insurgency months include total labour cost, security cost, fuel and camp costs for security and other
fixed costs.
• Higher security costs: 20% increase in security costs in insurgency months.
• Suspension of MRM’s capital expenditures in insurgency months.

Provided the above actions are taken in the event that the Group is unable to access MRM due to the insurgency, the Group would still
have sufficient cash headroom to continue its operations over the going-concern assessment period.

A reverse stress-test in respect of auction revenues at Kagem and MRM was also performed. In the remote event that Kagem and MRM
auction revenues drive total Group revenue to drop below USD214.9 million in 2024 (which represents a decrease of 18% and 37%
from the actual Group revenue achieved in 2023 and 2022 respectively), additional measures may be required, including the
implementation of cost optimisation and savings without curtailing production capability and further financing.

Summary
The Board concluded that, under the base case scenario, the Group is a going concern. Under the reduced revenue and increased costs
scenario, the Group will be able to continue operations through to September 2025 by applying cash-saving actions that are fully within
its control. In addition, the Group has assessed the risk of the current insurgency in Mozambique and sensitised the cash flows
accordingly. Under this scenario, the Group is also able to continue as going concern. Management considers the reverse test to be
highly implausible considering the significant drop in revenue and positive trend seen in prices over the last year.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 6

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

1. B A S I S O F P R E PA R AT I O N ( C O N T I N U E D )

Going Concern (continued)

Considering the analysis above, the Directors concluded that no material uncertainties are present at the date of signing these
Consolidated Financial Statements that would cast significant doubt over the Group’s ability to continue as a going concern. The
Directors have therefore adopted the going-concern basis within these Consolidated Financial Statements.

2. ACCOUNTING POLICIES

2.1 Critical accounting judgements, estimates and assumptions

In preparing these Consolidated Financial Statements in conformity with IFRS, the Directors are required to make necessary
judgements, estimates and assumptions about the carrying amounts of assets and liabilities where information is not readily available
from other sources. Judgements are based on the Directors’ best knowledge of the relevant facts and circumstances, having regard to
prior experience. Estimates and associated assumptions are based on historical experience and other factors that are considered to be
relevant. Actual results may, however, differ from these judgements and estimates.

The estimates and underlying assumptions applied are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised, or in the period of the revision and future periods, if the revision affects both current and future periods.

The following are the critical judgements, key assumptions and sources of estimation uncertainty concerning the future that arise mainly
from the nature of the Group’s mining operations and which the Directors believe are likely to have the greatest effect on the amounts
recognised in the Consolidated Financial Statements. The qualitative disclosures regarding these sources of estimation uncertainty are
presented because the Directors consider these to be relevant and useful in understanding the Financial Statements of the Group.

2.1.1 Critical accounting judgements

Revenue recognition
The critical accounting judgement surrounding revenue recognition relates to the identification of the specific performance obligations
arising on sales of rough gemstones, from which the Group’s revenue is predominantly derived. Revenue is recognised at the point at
which such specified performance obligations are determined to have been met.

Rough gemstone sales are transacted through a competitive auction process and the performance obligation is determined to be satisfied
at the point at which an auction is awarded to a buyer. Each individual customer enters into a sale agreement with the Group once a
winning bid is awarded. The transaction price is determined as the winning bid price per parcel sold. Once the sales contract has been
agreed by both parties, gemstones are placed with a custody agent who is legally bound by the sale agreement to deliver the goods to the
buyer once they are paid for. If the customer does not pay the auction price by the specified due date, the Group has the right to sue the
customer for payment, but may also choose to sell the gems to another party. The Group determines control to have passed to a buyer
at the point at which an auction is awarded and goods have been invoiced at an amount agreed between the parties. In particular, in line
with the terms and conditions of the Group’s auction contracts, the Group considers the ability of the customer to prevent the Group
from accessing the gemstones after the auction date and the ability of the Group to sue for payment in the event payment is not made
by the due date to be the most substantive rights under the contract. The ability of the Group to sell the gemstones to another party,
which arises only if payment is not made by the due date, is considered a right that primarily protects the Group’s credit risk and does
not give the Group ongoing control of the goods.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 7

2. ACCOUNTING POLICIES (CONTINUED)

2.1 Critical accounting judgements, estimates and assumptions (continued)

The Group also generates revenues from the sales of cut and polished gemstones and retail, wholesale and web sales, the accounting
policies for which are detailed in the Significant Accounting Policies section below. Refer to Note 3: Segmental reporting for further
details of revenue by segments.

2.1.2 Key sources of estimation uncertainty

Estimation of cash flows included in going-concern assessment


In forming its opinion on going concern, the Board prepares a working capital forecast based upon its assumptions related to the future
trading performance of the Group, as well as taking into account available borrowing facilities in line with the capital management
policies referred to in Note 16: Borrowings. The Board also prepares a number of alternative scenarios, modelling the business variables
and key risks and uncertainties. Full details of the going-concern assessment are set out in Note 1: Basis of Preparation.

Determination of the recoverable value of the Group’s cash-generating units


Recoverable value is determined as the higher of fair value less costs to sell and value-in-use of a cash-generating unit (“CGU”), which is
calculated on the basis of discounted future cash flows. The determination of recoverable value therefore requires management to make
estimates and assumptions about a number of key factors that are subject to risk and uncertainty, including: expected production and sales
volumes; gemstone prices (considering current and historical prices, price trends and related factors); reserves; operating costs; closure and
rehabilitation costs; the life of mine; future capital expenditure; economic and regulatory climates; and the applicable discount rate.

The Directors consider the critical estimates in determining these recoverable values to be the future estimates of the rough emerald and
beryl prices and ruby and corundum prices, as well as the discount rate applied to the calculations. Any changes to the assumptions
adopted in the calculation of the recoverable amount, individually or in aggregate, would result in a different valuation being determined.

There is inherent judgement in the estimation of rough emerald and rough ruby prices as they are not traded on a public exchange, with
most transactions occurring in private auctions. The Group therefore determines future prices based on the historic price and product
mix trends for each commodity.

Further details on the key estimates relating to the valuation of the Group’s CGUs and details of the impairment assessment completed
at 31 December 2023 are disclosed in Note 10: Property, plant and equipment.

Determination of ore reserves and mineral resources


The estimation of ore reserves primarily impacts the depreciation charge of evaluated mining assets, referred to in Note 10: Property,
plant and equipment, which are depreciated based on the quantity of ore reserves at the respective mining operation. Reserve volumes
are also used in calculating whether an impairment charge should be recorded where an impairment indicator exists.

The Group estimates its ore reserves and mineral resources based on information, compiled by appropriately qualified persons, relating
to geological and technical data on the size, depth, shape and grade of the ore body and related to suitable production techniques and
recovery rates. The estimate of recoverable reserves is based on factors such as gemstone prices, future capital requirements and
production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body.

There are numerous uncertainties inherent in estimating ore reserves and mineral resources. Consequently, assumptions that are valid
at the time of estimation may change significantly if and when new information becomes available.

The Gemstone Resources and Gemstone Reserves Report 2019, which contains a thorough review of the gemstone resources and
gemstone reserves at 31 December 2019, and details the location, geology, mining, processing, operating statistics, and changes at the
applicable mining operations and projects, is available online at www.gemfieldsgroup.com. This report was completed by a third party
and the Competent Person’s Reports can also be found at www.gemfieldsgroup.com. In 2023 and 2022, internal competent persons
conducted a review of the detailed 2019 report. The condensed version of the 2019 report, updated for 2023 and 2022 activity, can be
found on page 60 of this report for Kagem and on page 64 for MRM.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 8

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

2. ACCOUNTING POLICIES (CONTINUED)

2.1 Critical accounting judgements, estimates and assumptions (continued)

Valuation of the Fabergé cash-generating unit, including the Fabergé trademarks and brand
The Fabergé trademarks and brand are a significant asset in the Consolidated Statement of Financial Position. The Directors have
determined that the asset has an indefinite useful life, as it is probable that the future economic benefits that are attributable to the asset
will flow to the entity indefinitely, and therefore, in accordance with IAS 36 Impairment of Assets, the asset is considered for impairment
on an annual basis.

Trademarks are inherently complex to value, with several alternative valuation methodologies considered under IAS 36 Impairment of
Assets. For the year ended 31 December 2023 and consistent with the prior year, the Directors applied a Market Approach – Revenue
Multiple method to the valuation of the Fabergé. The key estimate applied in the valuation is the basis of the determined future revenues
for the CGU. The estimate considers historic realised sales data over a 12-month look-back period, management’s forecast revenues for
next 12 months based on the latest Board-approved budget. Additionally, IFRS revenues over a three-year look-back period are used for
sensitivity analysis.

While the Directors remain optimistic regarding the performance of the CGU, future revenues of the CGU remain uncertain. This
therefore directly impacts the estimation uncertainty surrounding the valuation of the Fabergé CGU at 31 December 2023.

Changes to the assumptions adopted in the calculation of the fair value of the CGU, individually or in aggregate, could result in a
different valuation being determined. Refer to Note 11: Intangible assets for further details of the key estimates relating to the valuation
and details of the impairment assessment completed at 31 December 2023.

Assessment of fair value of the Group’s unlisted equity investments


The Group holds an unlisted equity investment in Sedibelo Resources Limited (previously Sedibelo Platinum Mines Limited)
(“Sedibelo” or “SPM”). As the investment in Sedibelo is unlisted, it falls under Level 3 of the fair value hierarchy prescribed by IFRS 13
Fair Value Measurement, meaning that the valuation cannot be based on observable market data. Inputs to measure fair value of assets
falling under Level 3 of the hierarchy are inherently complex due to the judgements, estimates and assumptions applied by the Directors
across a range of key factors.

For the year ended 31 December 2023 and consistent with the prior year, the Directors applied a Market Approach – Trading Multiples
methodology to the valuation of Sedibelo. Through this a number of different financial and non-financial metrics were considered,
with a different weighting applied to each in determining the final fair value of the investment. Key sources of estimation uncertainty
applied to the valuation included: future revenue and EBITDA estimates; mineral reserve, mineral resource and production estimates;
the weighting applied to each of the financial and non-financial metrics; and the level of discount applied for lack of marketability.

Changes to the assumptions adopted in the calculation of the fair value of Sedibelo, individually or in aggregate, could result in a
different valuation being determined. Refer to Note 12: Unlisted equity investments for further details of the key estimates relating to the
valuation and details of the fair value assessment completed at 31 December 2023.

Inventory valuation
The Group reviews the net realisable value of, and demand for, its inventory on a bi-annual basis in order to provide assurance that
recorded inventory is stated at the lower of cost or net realisable value. Factors that could impact estimated demand and selling prices
include competitor actions and economic trends. The Directors use their experience, market data and trend analysis when undertaking
these reviews. Refer to Note 13: Inventory for further details.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 13 9

2. ACCOUNTING POLICIES (CONTINUED)

2.1 Critical accounting judgements, estimates and assumptions (continued)

Inherent uncertainties in interpreting tax legislation


The Group is subject to uncertainties relating to the determination of its tax liabilities and the timing of the recovery of tax refunds.
Mozambican and Zambian tax legislation and practice are in a state of continuous development and, therefore, are subject to varying
interpretations and changes which may be applied retrospectively. The Directors’ interpretation of tax legislation as applied to the
transactions and activities of the Group may not coincide with that of the tax authorities. As a result, the tax authorities may challenge
transactions and the Group may be assessed with additional taxes, penalties and fines or be refused refunds, which could have a material,
adverse effect on the Group’s financial performance or position.

Historical tax years relating to various companies within the Group remain open for inspection during a future tax audit. Consequently,
the tax figures recorded in the Consolidated Financial Statements for these years may be subject to change.

The Directors believe that the Group is in substantial compliance with the tax laws promulgated in all the jurisdictions in which it
operates, and with any contractual terms entered into that relate to tax which affect its operations, and that, consequently, no
additional, material tax liabilities will arise. However, due to the reasons set out above, the risk remains that the relevant tax authorities
may take a different position with regard to the interpretation of contractual provisions or tax law (inclusive of corporate income
taxes, value-added tax and subsoil-use legislation). The resulting effect of any positions taken by the tax authorities that differ from
those of the Directors is that additional tax liabilities may arise, or that the timing of refunds due may take longer than expected or
may be refused.

Due to the range of uncertainties described above, the Directors have made their best efforts to estimate the financial effect of potential
additional tax liabilities, if any, together with any associated penalties and charges, for which the Group may be liable, but cannot
include every eventuality.

2.2 Significant accounting policies

Foreign currencies
The individual financial statements of each Group company are presented in the currency of the primary economic environment in
which it operates (its functional currency). For the purposes of the Group’s Consolidated Financial Statements, the results and financial
position of each Group company are expressed in USD, which is the functional currency of the Company and the presentational
currency for the Consolidated Financial Statements.

Transactions entered into by Group companies are recorded in their functional currencies at the exchange rate on the day of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the
balance sheet date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised in the
Income Statement. On consolidation, all assets and liabilities of overseas operations are translated into USD at the rate ruling at the
reporting date.

Where the functional currency of a subsidiary is not USD, the exchange differences that arise on translating i) the closing net assets at
the closing rate at the balance sheet date, and ii) the income statement results at average exchange rates (unless these average rates are
not reasonable approximations of the cumulative effect of the prevailing rate transaction dates, in which case actual rates are used) are
recognised directly in equity in the cumulative translation reserve.

Exchange differences recognised in the Income Statement of the Group’s subsidiaries’ separate financial statements on the translation
of long-term monetary items forming part of the Group’s net investment in the overseas operation concerned are reclassified to the
cumulative translation reserve on consolidation.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 0

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

The key exchange rates impacting these Consolidated Financial Statements are detailed in the table below.

2023 2022

SPOT AVERAGE SPOT AVERAGE

Mozambican metical (MZN) 63.20 63.20 63.20 63.20


Zambian kwacha (ZMW) 25.76 20.43 18.05 17.01
UK pound sterling (GBP) 0.79 0.80 0.83 0.81
South African rand (ZAR) 18.28 18.43 16.97 16.35

Subsidiaries
The Group is deemed to control an investee if it has all of the following:

• Power over the investee;


• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power over the investee to affect the Group’s returns.

If these three criteria are not met, then the investee is determined to not be a subsidiary of the Group and its results will not be
consolidated into these financial statements.

Subsidiaries are consolidated into the Group’s financial statements on a line-by-line basis. They are deconsolidated from the date on
which control ceases.

IFRS 3 Business Combinations gives the choice, on a transaction-by-transaction basis, to initially recognise any non-controlling interest
in the acquiree that is a present ownership interest and entitles its holders to a proportionate share of the entity’s net assets in the event
of liquidation at either acquisition date fair value or at the present ownership instruments’ proportionate share in the recognised
amounts of the acquiree’s identifiable net assets. Other components of non-controlling interest such as outstanding share options are
generally measured at fair value.

The total comprehensive income of non-wholly-owned subsidiaries is attributed to owners of the parent and to the non-controlling
interests in proportion to their relative ownership interests.

Revenue
The Group recognises revenue at the point at which performance obligations related to the sale are determined to have been met. The
Group recognises revenue under the following categories:

i) Rough gemstones – the performance obligation is met at the point at which the auction is awarded to the customer. Refer to
the Critical Accounting Judgements section above for further details.
ii) Cut and polished gemstones – the performance obligation is met through the supply of goods to the customer and control is
determined to have passed at the point of delivery.
iii) Retail, wholesale and web sales – the performance obligation is met through the supply of goods to the customer and control
is determined to have passed at the point of delivery.

The transaction price is determined as per the individual contracts or agreements, including final winning bids. There is no variable
consideration included in the Group’s contracts, and payment terms within the Group are usually less than 120 days.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 141

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Investment income and expenses


Unrealised fair value gains and losses – these amounts are movements in the carrying value of investments during the period. Foreign
exchange gains and losses on investments are included within these fair value gains and losses.

Realised gains and losses – these amounts may arise on divestments, acquisitions, equity-for-equity swaps, loan conversions and similar
transactions. The gains/losses usually represent the difference between the fair value of the consideration received and the fair value of
the assets disposed of as part of the transaction. Realised is used to describe gains or losses on transactions where assets are either realised
in return for cash or cash equivalents, or for other assets such as new equity interests or similar.

Mineral royalties and production taxes


The Group recognises mineral royalties and production taxes following the sale of rough gemstones at auction. Mineral royalties and
production taxes are based on the fixed percentage of the final sales price achieved at auction applicable at the time.

Taxation
Taxation for the year comprises current and deferred tax. Current and deferred tax is charged or credited to the Consolidated Statement
of Comprehensive Income, except to the extent that it relates to items recognised directly in equity, in which case the taxation effect is
recognised in equity.

Current taxation
The current tax expense or credit is the amount of taxes estimated to be payable or recoverable in respect of the taxable profit or loss for
a period, as well as adjustments to estimates in respect of previous periods. It is calculated on the basis of the tax laws and rates enacted
or substantively enacted at the balance sheet date in countries where the Group operates and generates taxable income.

Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its
tax base, except for differences arising on:

• The initial recognition of goodwill;


• The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting nor taxable profit; and
• Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which
the temporary differences can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date
and are expected to apply when the deferred tax assets/(liabilities) are recovered/(settled) and taking account of the expected manner
of recovery/(settlement) of the associated asset/(liability).

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities, and
the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

• The same taxable Group company; or


• Different Group companies which intend either to settle current tax assets and liabilities on a net basis or to realise the assets
and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities
are expected to be settled or recovered.

The Group has applied the exemption in IAS 12 Income Taxes to recognising and disclosing information about deferred tax assets and
liabilities related to Pillar Two income taxes.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 2

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Property, plant and equipment


Property, plant and equipment is stated at historic cost less accumulated depreciation and accumulated impairment losses. As well as the
purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling
and removing items. The corresponding liability is recognised within provisions.

Evaluated mining properties are amortised on the basis of ore mined in the year set against the total probable ore reserves, as detailed in
the section below. Depreciation is provided on all other items of property, plant and equipment to write off the carrying value of items
over their expected useful economic lives and is recognised within cost of sales. It is applied at the following rates:

Tangible asset Depreciation rate


Buildings 5% per annum straight-line
Plant, machinery and motor vehicles 20–25% per annum straight-line
Fixtures, fittings and equipment 20–33% per annum straight-line
Evaluated mining properties Unit of production based on the estimated reserves

Useful lives are based on management’s estimates of the period over which an asset is expected to be available for use by the Group, or
the amount of production expected to be obtained from the asset by the Group. The useful lives and residual values (where applicable)
of the tangible assets are reviewed annually.

The carrying value of property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate
that the carrying value may not be recoverable. Any reversal of the impairment is determined using the depreciated historic cost of the
specific asset.

Mining assets – evaluated mining properties


Following the determination of the commercial and technical viability of a mining project the relevant expenditure, including licence
acquisition costs, is transferred from unevaluated mining properties within intangible assets to evaluated mining properties within
property, plant and equipment. Exploration expenditure transferred to property, plant and equipment is subsequently depreciated
using a unit-of-production method. The Group calculates depreciation based on the ratio of ore mined during the period to the total
brought-forward ore reserve, based on the proven and probable estimated reserves. Expenditure deemed to be unsuccessful is written
off to the Consolidated Income Statement.

Deferred stripping costs


Stripping costs incurred in the development of a mine or pit before production commences are capitalised as part of the cost of
constructing the mine or pit and subsequently amortised over the life of the mine on a unit-of-production basis.

Production stripping costs related to accessing an identifiable component of the ore body to realise benefits in the form of improved
access to the ore to be mined in the future are capitalised as a separate asset (deferred stripping asset) within property, plant and
equipment.

Deferred stripping assets are amortised over the identified component of the ore body that becomes more accessible as a result of the
stripping activity. Specifically, the calculation of amortisation for deferred stripping costs is the ratio of ore mined within the reaction
zone (the ore body that becomes more accessible as a result of the stripping activity) to the total ore estimated and identified within the
reaction zone exposed by the stripping activity. The judgements made are supported by technical data.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 3

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Where stripping is undertaken alongside ongoing, continuous mining, the related costs are expensed to the Consolidated Income
Statement as mining and production costs during the period in which the costs have been incurred.

Intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful
economic life. Amortisation is recognised within cost of sales.

Trademarks, which have an indefinite useful economic life, are initially recognised at fair value and reviewed for impairment annually.
An intangible asset is deemed to have an indefinite life when, based on an analysis of all the relevant factors, there is no foreseeable limit
to the period over which the asset is expected to generate cash flows for the Group.

An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from
contractual or other legal rights and its fair value can be measured reliably. The amounts attributed to such intangibles are arrived at
using appropriate valuation techniques.

The useful economic lives of significant intangibles recognised by the Group are as follows:

Intangible asset Useful economic life


Trademarks and Fabergé brand Indefinite
Software 3 years
Fabergé customer list 6 years

The useful lives and residual values (where applicable) of the intangible assets are reviewed annually. The assessment of indefinite life is
reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite
to finite is made on a prospective basis.

Unevaluated mining properties


The Group follows an accounting policy for exploration and appraisal assets that is based on the successful-efforts accounting method.

Initial exploration and evaluation expenditure incurred in relation to project areas to which the Group’s licences and rights relate are
capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate
technical and administrative expenses, but not general overheads. Where a licence is relinquished or a project is abandoned, or it is
considered to be of no further commercial value to the Group, the related costs are written off to the Consolidated Income Statement.

If a mining development project is successful, the related expenditures are transferred to property, plant and equipment, at which point
they are assessed for impairment. Subsequently, costs are amortised over the estimated life of the commercial ore reserves using a unit-
of-production method. The calculation is based on proved and probable ore reserves attributable to the specific asset.

Impairment
Impairment tests on intangible assets with indefinite useful economic lives are undertaken on an annual basis.

Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying
amount may be different from their recoverable amount. Where the carrying value of an asset exceeds its recoverable amount (i.e. the
higher of value-in-use and fair value less costs to sell), the asset is written down. Where the carrying value of an asset is below its
recoverable amount, any historic impairment charged in respect of the asset is reversed accordingly.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 4

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Investments
If an equity interest held by the Group is under 20%, it is recognised in the Statement of Financial Position as an investment and
accounted for at fair value in accordance with IFRS 13 through the provisions under IFRS 9.

All equity investments with a holding of less than 20% are initially recognised at their fair value, with any subsequent changes in the
assessed fair value being recognised in the Income Statement as unrealised fair value gains or losses.

Dividends are recognised when the entity’s right to receive payment is established, it is probable the economic benefits will flow to the
entity and the amount can be measured reliably. Dividends are recognised in other income in the Income Statement.

Unlisted equity investments


A number of different valuation methods can be used when assessing the fair value of the Group’s unlisted equity investments.
Appropriate methods include the discounted cash flow or earnings of the underlying investment, a market-based approach applying
comparable company valuation multiples or valuing the investment in line with the price of a recent third-party, arm’s-length transaction.
Discounts for illiquidity may be applied to valuations where appropriate, in accordance with the relevant accounting standards. The
Group engages the services of independent third-party valuation experts to assist with the valuation of its unlisted equity investments
where the valuations are particularly complicated or subjective.

Inventory
Inventory relating to rough gemstones has been valued at the lower of cost, determined on the weighted-average basis, and net realisable
value. Cost includes direct production costs, depreciation of mining equipment and amortisation of the mining asset, and deferred
stripping costs. Net realisable value of rough gemstones is the estimated market value, split by grade and based on past auctions, less
estimated costs to sell. Due to the nature of the Group’s operations, in the event that mining operations become temporarily suspended
for a prolonged period of time, certain direct production costs will still be incurred by the Group. In such an event, production costs are
not capitalised to inventory during the period of non-operation but are expensed directly to the Consolidated Income Statement as and
when incurred.

During the process of extracting emeralds and rubies, beryl and corundum are also produced. This production is treated as a by-product
and is measured at net realisable value. The net realisable value is accounted for as a contribution to the costs of producing emeralds and
rubies in the equivalent period. Upon sale of the by-products, the sale is recognised as revenue, with any profit over its previous carrying
value being recognised within gross profit in the period of sale.

Cut and polished gemstones, retail inventory and Fabergé inventory are initially recognised at cost, and, subsequently, at the lower of
cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories
to their present location and condition. Net realisable value is based on expected sales price, less estimated costs to sell.

Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 5

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Provision for decommissioning and restoration


A provision for decommissioning and restoration costs is recognised at the commencement of mining. The amount recognised is the
present value of the estimated future expenditure determined in accordance with local conditions and requirements and based on
management’s best estimate of the future potential costs. The estimated future cash flows are then discounted to their present value
using a risk-free discount rate, which is based on the Group’s current market assessment of the time value of money relevant to the
country of operation of the associated cash-generating unit.

A corresponding evaluated mining property asset is also recorded within property, plant and equipment at an amount equivalent to the
provision and is subsequently depreciated as part of the associated evaluated mining property. Any change in the present value of the
estimated future expenditure is reflected and adjusted against the provision and evaluated mining property, unless the asset to which
the provision relates has been impaired, in which case the reversal of the provision is taken through the Consolidated Income Statement.

Share-based payments
The Company may issue equity-settled share-based payments in the form of share options to certain Directors. Equity-settled share-
based payments are measured at fair value at the date of grant, using a Black–Scholes valuation model and Monte Carlo simulation. The
fair value determined at the date of grant is expensed on a straight-line basis over the vesting period, based on the Company’s estimate
of the number of shares that will eventually vest, with the corresponding credit being recorded in the option reserve.

At the end of each reporting period the Group revises its estimates of the number of options that are expected to vest. It recognises the
impact of the revision to original estimates, if any, in the income statement with a corresponding adjustment to the option reserve.

Financial Instruments

Financial assets
Financial assets are initially recognised at fair value, usually being the transaction price. In the case of financial assets not at fair value
through profit or loss, directly attributable transaction costs are also included. The subsequent measurement of financial assets depends
on their classification. The group classifies its financial assets in the following categories:

• Financial assets measured at amortised cost; and


• Financial assets measured at fair value through profit and loss.

Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows. Management
determines the classification of financial assets at initial recognition. The Group’s policy with regard to credit risk management is set
out in Note 23: Financial instruments.

Measurement
i) Financial assets measured at amortised cost
These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate
other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows, and the
contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective
interest rate method, less any provision for impairment.

ii) Financial assets measured at fair value through profit and loss
Financial assets are recognised in this category when the asset does not meet the criteria to be measured at amortised cost or
at fair value through other comprehensive income. Such assets are carried on the balance sheet at fair value with gains or losses
recognised in the income statement. This classification is only relevant for the Group’s investments, as discussed in the
Investments section above.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 6

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Impairment
Credit risk arises from the Group’s financial assets which are carried at amortised cost, including cash and cash equivalents and
outstanding receivables with auction and retail customers. The Group assesses at the end of each reporting period whether there is
objective evidence that a financial asset or group of financial assets is impaired based on the credit loss model set out in IFRS 9 Financial
Instruments.

i) Impairment – trade receivables


Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of
the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default in order
to determine the lifetime expected credit loss for the trade receivables.

Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group and a
failure to make contractual payments for a period of greater than 120 days past due. Impairment losses are presented as net
impairment losses within operating profit/(loss).

ii) Impairment – loans and other receivables


Impairment provisions for other receivables and loans are recognised based on the IFRS 9 credit loss model. The methodology
used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. Credit risk is assessed on an asset-by-asset basis. A key indicator that there has been
a significant increase in credit risk is a failure to make contractual payments for a period of greater than 120 days past due. For
financial assets where credit risk has not increased significantly since initial recognition, 12-month expected credit losses
(“ECLs”) along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime
ECLs along with the gross interest income are recognised.

iii) Impairment – related party receivables


The Group also applies the IFRS 9 credit loss model to its related party loans. Both the 12-month ECL model and the
lifetime ECL model require the Group to assess the probability of counterparty default and the expected loss given default.

The expected loss rates are based on management’s assessment and understanding of the credit risk attached to the related
party receivable and the expected repayment profile of that receivable, including the terms of any underlying loan contracts
in place and management’s assessment as to the sufficiency of the cash and liquid assets of the related party to repay the
receivable when it falls due. The expected loss is multiplied by the assessed probability of non-payment to determine the
expected credit loss.

Related party receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, failure of the related party to make contractual payments under
the terms of the loan agreement, or a significant change in the operations of the related party.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 7

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

Trade and other receivables


The Group holds trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at
amortised cost using the effective interest method less any provision for impairment. Trade receivables are measured at their transaction
price, i.e. the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised
at fair value. All amounts due from trade receivables have expected terms of less than six months and are therefore classified as current.

Prepayments for goods or services are not financial assets because they are associated with the receipt of goods or services and do not
give rise to a present right to receive cash or any other financial asset.

Cash and cash equivalents


Cash and cash equivalents represent cash balances held at bank and on-demand deposits. Cash and cash equivalents are measured at
amortised cost.

Financial liabilities
Financial liabilities include the following items:

Trade and other payables


Trade payables and other short-term monetary liabilities are initially measured at fair value and subsequently recognised at amortised
cost using the effective interest rate method.

The initial measurement of a trade payable will be discounted to present value where the time value of money is deemed to be significant.
Generally, on initial recognition, the transaction price giving rise to the liability to be settled in cash is regarded as the fair value.

Borrowings
Interest-bearing borrowings are financial liabilities with fixed or determinable payments. Interest-bearing borrowings are initially
recognised at fair value, net of directly attributable transaction costs, and are subsequently measured at amortised cost using the effective
interest method.

Derecognition of financial assets and financial liabilities


The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers
nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its
retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and
rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.

A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual obligations, it expires or it is
cancelled. Any gain or loss on derecognition is taken to the Statement of Comprehensive Income.

Leases
On inception of a contract the Group assesses whether it contains a lease. The contract is, or contains, a lease if it conveys the right to
control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an identified asset
is determined based on whether the Group has the right to obtain all the economic benefits from the use of the asset throughout the
period of use and if the Group has the right to direct the use of the asset.

Lease obligations are recognised as a liability with a corresponding right-of-use asset at the commencement date. The lease liability is
initially measured at the present value of the lease payments that are not paid at the lease commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The lease liability
is subsequently measured at amortised cost using the effective interest method.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 8

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

2. ACCOUNTING POLICIES (CONTINUED)

2.2 Significant accounting policies (continued)

The corresponding right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability plus any lease
payments made at or before the commencement date, any initial direct costs incurred and an estimate of costs required to remove or
restore the underlying asset, less any lease incentives received. The right-of-use asset is depreciated over the shorter of the asset’s useful
life and the lease term, on a straight-line basis.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months
or less and leases of low-value assets with an annual cost of USD5,000 or less. The Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.

3. S E G M E N TA L R E P O R T I N G

The Executive Management team, which includes the Chief Executive Officer and the Chief Financial Officer, has been determined
collectively as the Chief Operating Decision Maker for the Group. The information reported to the Group’s Executive Management
team for the purposes of resource allocation and assessment of segment performance is split between the Group’s operations based on
their differing products and services, and geographical locations.

The strategy of the Group is to be the world-leading responsible miner and marketer of coloured gemstones through its ownership and
operation of the Kagem emerald mine in Zambia, and the MRM ruby mine in Mozambique. The Group also invests in certain
exploration and evaluation opportunities within Africa that have been identified by Executive Management to have the potential to
further the Group’s strategy and widen its asset portfolio. Additionally, the Group participates in the downstream gemstone market
through its ownership of Fabergé, which provides the Group with direct access to the end customer of coloured gemstones as well as
opportunities to promote and boost the perception of coloured gemstones in the market.

Accordingly, the Group’s segmental reporting reflects the business focus of the Group. The Group has been organised into six operating
and reportable segments:

• Kagem Mining Limited (“Kagem”) – the Group’s emerald and beryl mine, in Zambia, Africa;
• Montepuez Ruby Mining Limitada (“MRM”) – the Group’s ruby and corundum mine, in Mozambique, Africa;
• Development assets – comprising the Group’s exploration and evaluation assets accounted for under IFRS 6, in respect of
exploration activities in Africa, including Megaruma Mining Limitada (“MML”), Eastern Ruby Mining Limitada (“ERM”),
Campos de Joia Limitada (“CDJ”), Nairoto Resources Lda (“Nairoto” or “NRL”), and the Group’s projects in Ethiopia and
Madagascar;
• Fabergé – the Group’s wholesale and retail sales of jewellery and watches;
• Corporate – comprising sales of cut and polished gemstones, marketing, and technical and administrative services based in
the UK, and the Group’s investment in Sedibelo; and
• Other – includes sales and marketing offices.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 14 9

3. S E G M E N TA L R E P O R T I N G ( C O N T I N U E D )

The reporting on these segments to Executive Management focuses on revenue, operating costs, earnings before interest, tax, depreciation
and amortisation (“EBITDA”), key balance sheet lines and free cash flow (as defined further below).

Income Statement
DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
1 JANUARY 2023 TO 31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Rough gemstones1 89,925 151,379 – – – 3,834 245,138


Jewellery – – – 15,653 11 – 15,664
Cut and polished – – – – 905 312 1,217
Revenue2 89,925 151,379 – 15,653 916 4,146 262,019
Mining and production costs3 (49,392) (41,187) (7,911) – – – (98,490)
Mineral royalties and
(5,565) (15,138) – – – – (20,703)
production taxes
Marketing, management and
(11,240) (16,284) – – 27,524 – –
auction (costs)/income
Change in inventory and cost of
(3,240) 4,030 – (9,685) (917) (3,534) (13,346)
goods sold
Mining and production costs
– – 8,140 – – – 8,140
capitalised to intangible assets
Selling, general and
(7,626) (5,836) (1,914) (9,800) (26,482) (3,386) (55,044)
administrative expenses4
Other income 76 76 36 172 34 111 505
EBITDA5 12,938 77,040 (1,649) (3,660) 1,075 (2,663) 83,081
Unrealised fair value losses – – – – (28,000) – (28,000)
Other fair value gains/losses – – – – – 62 62
Share-based payments – – – – (96) – (96)
Depreciation and amortisation (17,364) (16,439) (1,304) (487) (773) (564) (36,931)
Impairment (charges)/reversals6 (673) 1,132 – 330 (1,518) – (729)
Profit/(loss) from operations (5,099) 61,733 (2,953) (3,817) (29,312) (3,165) 17,387
Finance income – 922 – 1 1,019 262 2,204
Finance costs (1,519) (1,236) (26) (117) (114) (10) (3,022)
Taxation (charge)/income 2,666 (20,091) 37 738 (1,104) (1,644) (19,398)
(Loss)/profit after taxation (3,952) 41,328 (2,942) (3,195) (29,511) (4,557) (2,829)

1 – In June and December 2023, two mixed-quality rough ruby auctions were held generating USD149.9 million. In March and September 2023, two commercial-quality rough
emerald auctions, in June 2022, one higher-quality rough emerald auctions were held, generating USD89.9 million for the year. Additionally, in September 2023, a low-quality ruby
auction was held that generated revenues of USD1.5 million.
2 – Revenues have been recognised at one point in time, when control passes to the customer. No third-party customer accounted for more than 10% of the Group’s sales during 2023.
3 – Excluding mineral royalties and production taxes, which have been presented separately, and inventory provisions, which are not included in Group’s EBITDA.
4 – Excluding share-based payments of USD0.1 million, other fair value gain of USD0.06m, depreciation and amortisation of USD1.8 million and reversal of other asset write down of
USD0.4 million (see Note 5) that are not included in Group’s EBITDA.
5 – Earnings before interest, taxation, depreciation and amortisation, adjusted to exclude one-off impairments made to the Group’s non-current assets and inventory, fair value gains or
losses on the Group’s non-core equity investments, share based payments, other impairments and provisions.
6 – Impairment (charges)/reversals include a USD0.6 million charge to slow-moving consumable inventory at Kagem, a USD0.6 million reversal on inventory impairment at MRM, a
USD0.3 million inventory provision reversal at Fabergé, and a USD1.5 million inventory impairment related to Gemfields Limited legacy inventory, all of which are recorded within
cost of sales. Additionally, a USD0.4 million reversal of other asset write down at MRM is recorded within selling, general, and administrative expenses during the year.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 0

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

3. S E G M E N TA L R E P O R T I N G ( C O N T I N U E D )

Income Statement
DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
1 JANUARY 2022 TO 31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Rough gemstones1 148,638 166,688 – – – 7,533 322,859


Jewellery – – – 17,552 – – 17,552
Cut and polished – – – – 234 461 695
Revenue2 148,638 166,688 – 17,552 234 7,994 341,106

Mining and production costs3 (46,100) (35,251) (5,487) – – – (86,838)


Mineral royalties and
production taxes (9,199) (16,140) – – – – (25,339)
Marketing, management and
auction (costs)/income (18,580) (16,666) – – 35,246 – –
Change in inventory and cost of
goods sold 9,489 (4,901) – (9,876) (189) (7,540) (13,017)
Mining and production costs
capitalised to intangible assets – – 5,549 – – – 5,549
Selling, general and
administrative expenses4 (10,816) (10,875) (1,505) (9,154) (20,919) (2,520) (55,789)
Other income 13 3 1 – 40 42 99
EBITDA5 73,445 82,858 (1,442) (1,478) 14,412 (2,024) 165,771

Unrealised fair value losses – – – – (5,200) – (5,200)


Other fair value losses – – – – – (35) (35)
Share-based payments – – – – (150) – (150)
Depreciation and amortisation (17,529) (17,712) (938) (565) (748) (179) (37,671)
Impairment charges6 – (2,503) – (1,038) – (2,631) (6,172)
Profit/(loss) from operations 55,916 62,643 (2,380) (3,081) 8,314 (4,869) 116,543
Finance income – 956 – – 159 144 1,259
Finance costs (2,116) (543) (240) (248) – – (3,147)
Taxation (charge)/income (19,972) (20,921) (2) 5,117 (3,356) (1,253) (40,387)
Profit/(loss) after taxation 33,828 42,135 (2,622) 1,788 5,117 (5,978) 74,268

1 – In June and December 2022, two mixed-quality rough ruby auctions were held generating USD162.5 million. In April and September 2022, two commercial-quality
rough emerald auctions, in May and November 2022, two higher-quality rough emerald auctions were held, generating USD148.6 million for the year. Additionally, in
September 2022, a commercial-quality sapphire, corundum and low-quality ruby auction was held that generated revenues of USD4.2 million.
2 – Revenues have been recognised at one point in time, when control passes to the customer. No third-party customer accounted for more than 10% of the Group’s sales
during 2022.
3 – Excluding mineral royalties and production taxes, which have been presented separately, and inventory provisions, which are not included in Group’s EBITDA.
4 – Excluding share-based payments of USD0.2 million, USD1.5 million of depreciation and amortisation and write down of other assets of USD2.6 million
(see Note 5) that are not included in Group’s EBITDA.
5 – Earnings before interest, taxation, depreciation and amortisation, adjusted to exclude one-off impairments made to the Group’s non-current assets and inventory, fair
value gains or losses on the Group’s non-core equity investments, share based payments, other impairments and provisions.
6 – Impairment charges include a USD2.5 million adjustment to slow-moving consumable inventory at MRM, USD1.0 million inventory impairment at Fabergé
recorded within cost of sales and USD2.6 million of other asset write downs recorded within selling, general and administrative expenses during the year.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 151

3. S E G M E N TA L R E P O R T I N G ( C O N T I N U E D )

Change in inventory and cost of goods sold

DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
1 JANUARY 2023 TO 31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Change in inventory and cost of goods sold (3,240) 4,030 – (9,685) (917) (3,534) (13,346)
Split between:
Mining and production costs capitalised
43,624 31,525 – – – – 75,149
to inventory1,2
Depreciation capitalised1 17,364 16,439 – – – – 33,803
Cost of goods sold in the period (64,228) (43,934) – (9,685) (917) (3,534) (122,298)
(3,240) 4,030 – (9,685) (917) (3,534) (13,346)

1 – The Group values its rough emerald and ruby inventories based on their weighted average cost of production. Therefore, direct costs of production are capitalised to
inventory when incurred, with the average cost accumulated per carat released back to the income statement when the gemstones are sold. See Note 2: Accounting Policies
for further detail.
2 – Mining and production costs capitalised to inventory exclude security costs, which are not determined to be direct costs of production.

DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
1 JANUARY 2022 TO 31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Change in inventory and cost of goods sold 9,489 (4,901) – (9,876) (189) (7,540) (13,017)
Split between:
Mining and production costs capitalised
41,423 28,123 – – – – 69,546
to inventory1,2
Depreciation capitalised1 17,529 17,712 – – – – 35,241
Cost of goods sold in the period (49,463) (50,736) – (9,876) (189) (7,540) (117,804)
9,489 (4,901) – (9,876) (189) (7,540) (13,017)

1 – The Group values its rough emerald and ruby inventories based on their weighted average cost of production. Therefore, direct costs of production are capitalised to
inventory when incurred, with the average cost accumulated per carat released back to the income statement when the gemstones are sold. See Note 2: Accounting Policies
for further detail.
2 – Mining and production costs capitalised to inventory exclude security costs, which are not determined to be direct costs of production.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 2

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

3. S E G M E N TA L R E P O R T I N G ( C O N T I N U E D )

Statement of Financial Position

DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Mining asset1 119,977 142,425 – – – – 262,402


Property, plant and equipment,
and intangibles 34,092 48,012 46,877 28,947 776 1,450 160,154
Unlisted equity investments – – – – 4,000 – 4,000
Operating assets2 61,165 105,094 3,923 29,660 10,737 3,071 213,650
Cash and cash equivalents 4,145 17,298 2,493 2,825 13,618 11,242 51,621
Deferred tax asset – – – 5,201 794 69 6,064
Segment assets 219,379 312,829 53,293 66,633 29,925 15,832 697,891
Borrowings 20,099 20,375 – – – – 40,474
Operating liabilities3 15,817 25,316 6,979 4,279 9,296 1,360 63,047
Deferred tax liability 34,644 36,233 – – – – 70,877
Segment liabilities 70,560 81,924 6,979 4,279 9,296 1,360 174,398
Net cash/(debt) (15,954) (3,077) 2,493 2,825 13,618 11,242 11,147

1 – Mining asset includes evaluated mining properties and deferred stripping costs.
2 – Operating assets include inventory, current and non-current trade and other receivables, VAT receivables and current tax assets.
3 – Operating liabilities include current and non-current trade and other payables, lease liabilities, provisions and current tax liabilities.

DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Mining asset1 130,681 150,086 – – – – 280,767


Property, plant and equipment,
and intangibles 13,742 34,156 31,887 29,281 1,497 1,574 112,137
Unlisted equity investments – – – – 32,000 – 32,000
Operating assets2 74,506 99,780 3,211 34,529 9,573 2,789 224,388
Cash and cash equivalents 27,822 23,132 1,263 2,221 47,549 16,539 118,526
Deferred tax asset – – – 5,401 882 24 6,307
Segment assets 246,751 307,154 36,361 71,432 91,501 20,926 774,125
Borrowings 10,000 4,007 – – – – 14,007
Operating liabilities3 32,145 47,563 6,155 6,307 9,412 659 102,241
Deferred tax liability 37,366 39,311 – 101 2 – 76,780
Segment liabilities 79,511 90,881 6,155 6,408 9,414 659 193,028
Net cash/(debt) 17,822 19,125 1,263 2,221 47,549 16,539 104,519

1 – Mining asset includes evaluated mining properties and deferred stripping costs.
2 – Operating assets include inventory, current and non-current trade and other receivables, VAT receivables and current tax assets.
3 – Operating liabilities include current and non-current trade and other payables, lease liabilities, provisions and current tax liabilities.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 3

3. S E G M E N TA L R E P O R T I N G ( C O N T I N U E D )

Statement of Cash Flows

DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
1 JANUARY 2023 TO 31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Revenue 89,925 151,379 – 15,653 916 4,146 262,019


Operating costs and cost of sales1 (65,747) (58,055) (1,649) (19,313) (27,365) (6,809) (178,938)
Marketing, management and auction
costs (11,240) (16,284) – – 27,524 – –
EBITDA 12,938 77,040 (1,649) (3,660) 1,075 (2,663) 83,081
Add back: Change in inventory and
purchases 3,240 (4,030) – 9,685 917 3,534 13,346
Add back: Costs capitalised to
intangible assets – – (8,140) – – – (8,140)
Tax paid (16,647) (38,956) – – (1,613) (36) (57,252)
Capital expenditure (26,580) (25,885) (7,102) (135) (46) (411) (60,159)
Free cash flow before working
capital movements (27,049) 8,169 (16,891) 5,890 333 424 (29,124)
Working capital movements 2
(2,439) (6,082) (1,092) (5,358) 2,619 5,777 (6,775)
Free cash flow 3
(29,488) 2,087 (17,983) 532 2,952 6,001 (35,899)

Cash generated from operations 15,437 67,330 (2,715) 1,108 4,847 6,477 92,484
Tax paid (16,647) (38,956) – – (1,613) (36) (57,252)
Capital expenditure (26,580) (25,885) (15,242) (135) (46) (411) (68,299)
Foreign exchange (1,698) (402) (26) (441) (236) (29) (2,832)
Free cash flow (29,488) 2,087 (17,983) 532 2,952 6,001 (35,899)

1 – Excluding share-based payments, other fair value losses, inventory provision and impairment charges/reversals.
2 – Includes movements relating to inventory purchases.
3 – Free cash flow is a non-IFRS performance measure used as a KPI by the Group and is calculated as cash flow from operations less taxation paid, sustaining and
expansionary capital expenditure and foreign exchange gains and losses.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 4

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

3. S E G M E N TA L R E P O R T I N G ( C O N T I N U E D )

Statement of Cash Flows

DEVELOPMENT
KAGEM MRM ASSETS FABERGÉ CORPORATE OTHER TOTAL
1 JANUARY 2022 TO 31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Revenue 148,638 166,688 – 17,552 234 7,994 341,106


Operating costs and cost of sales1 (56,613) (67,164) (1,442) (19,030) (21,068) (10,018) (175,335)
Marketing, management and auction
costs (18,580) (16,666) – – 35,246 – –
EBITDA 73,445 82,858 (1,442) (1,478) 14,412 (2,024) 165,771
Add back: Change in inventory and
purchases (9,489) 4,901 – 9,876 189 7,540 13,017
Add back: Costs capitalised to
intangible assets – – (5,549) – – – (5,549)
Tax paid (13,302) (25,850) 2 – (603) (19) (39,772)
Capital expenditure (14,290) (10,501) (8,796) (279) (45) (179) (34,090)
Free cash flow before working
capital movements 36,364 51,408 (15,785) 8,119 13,953 5,318 99,377
Working capital movements 2
(5,267) (10,467) 8,344 (6,903) 87 (740) (14,946)
Free cash flow 3
31,097 40,941 (7,441) 1,216 14,040 4,578 84,431

Cash generated from operations 59,371 78,149 1,353 596 14,880 4,922 159,271
Tax paid (13,302) (25,850) 2 – (603) (19) (39,772)
Capital expenditure (14,290) (10,501) (8,796) (279) (45) (179) (34,090)
Foreign exchange (682) (857) – 899 (192) (146) (978)
Free cash flow 31,097 40,941 (7,441) 1,216 14,040 4,578 84,431

1 – Excluding share-based payments, other value losses, inventory provision and impairment charges/reversals.
2 – Includes movements relating to inventory purchases.
3 – Free cash flow is a non-IFRS performance measure used as a KPI by the Group and is calculated as cash flow from operations less taxation paid, sustaining and
expansionary capital expenditure and foreign exchange gains and losses.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 5

4. C O ST O F S A L E S
2023 2022
USD’000 USD’000

Mining and production costs


Labour and related costs 33,912 30,004
Mineral royalties and production taxes 20,703 25,339
Fuel costs 22,631 20,119
Repairs and maintenance costs 16,353 15,387
Security costs 10,371 7,135
Camp costs 6,033 6,015
Blasting costs 3,376 2,608
Other mining and production costs1 6,959 9,111
Total mining and production costs 120,338 115,718
Change in inventory and cost of goods sold2 13,346 13,017
Mining and production costs capitalised to intangible assets3 (8,140) (5,549)
Depreciation and amortisation4 35,107 36,179
Total cost of sales 160,651 159,365

1 – In 2023, other mining and production costs included a USD0.6 million charge to slow-moving consumable inventory at Kagem, a USD0.6 million reversal on
inventory impairment at MRM, a USD0.3 million inventory provision reversal at Fabergé, and a USD1.5 million inventory impairment related to Gemfields Limited
legacy inventory (2022: USD1.0 million related to Fabergé legacy inventory and USD2.5 million on MRM slow-moving consumables).
2 – Refer to Note 3: Change in inventory and cost of goods sold for the split of this balance at year end.
3 – Mining and production costs incurred at the Group’s development projects are capitalised to unevaluated mining properties in intangible assets in line with the
Group’s IFRS 6 Exploration for and Evaluation of Mineral Properties accounting policy.
4 – Depreciation and amortisation expenses were previously solely accounted for under cost of sales. They are now allocated between cost of sales and selling, general and
administrative expenses based on their nature. Comparative figures have been adjusted accordingly to reflect this change. This reclassification has no impact on EBITDA
or the net result for the current or prior years.

5. S E L L I N G , G E N E R A L A N D A D M I N I ST R AT I V E E X P E N S E S
2023 2022
USD’000 USD’000

Labour and related costs 21,796 19,510


Selling, marketing and advertising 11,778 9,549
Professional, legal and other expenses 4,827 6,804
Rent and rates 1,948 1,242
Travel and accommodation 2,602 2,061
Depreciation and amortisation1 1,824 1,492
Auditor’s remuneration 1,254 1,004
Share-based payments 96 150
Net foreign exchange losses 2,832 978
Other selling, general and administrative expenses2 7,529 17,307
Total selling, general and administrative expenses 56,486 60,097

1 – Depreciation and amortisation expenses were previously solely accounted for under cost of sales. They are now allocated between cost of sales and selling, general and
administrative expenses based on their nature. Comparative figures have been adjusted accordingly to reflect this change. This reclassification has no impact on EBITDA
or the net result for the current or prior years.
2 – Included within other selling, general and administrative expenses are reversal of legal provisions of USD3.1 million and USD0.4 million of reversal of other asset
write down (2022: write down of other assets at USD2.6 million).
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 6

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

6. A U D I TO R ’S R E M U N E R AT I O N

2023 2022
USD’000 USD’000

Fees payable to the Company’s auditor for the audit of the Parent Company and Consolidated
Financial Statements 914 675
Fees payable to the Company’s auditor for other services:
Review of the Interim Financial Statements 93 90
Audit of the UK statutory entities 64 62
Statutory audit work completed for the overseas entities 183 177
1,254 1,004

The Group has a policy in place for the award of non-audit work to the auditor which requires audit committee approval (refer to the
Audit Committee Report on pages 114 to 115).

7. E M P L O Y E E S A N D D I R E C T O R S

The average number of employees during the year was:


2023 2022

Directors 8 8
Administration staff 432 338
Fabergé staff 39 39
Mining staff 2,995 2,639
3,474 3,024

8. F I N A N C E I N C O M E A N D C O STS

2023 2022
USD’000 USD’000

Interest received 2,204 1,259


Finance income 2,204 1,259
Interest on bank loans and borrowings (2,204) (2,129)
Interest charge on lease liabilities (152) (290)
Other finance costs (666) (728)
Finance costs (3,022) (3,147)
Net finance costs (818) (1,888)
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 7

9. TA X AT I O N

The Group’s tax expense is as follows:

2023 2022
USD’000 USD’000

Current tax
Taxation charge for the year 25,059 53,274
Deferred tax
Origination and reversal of temporary differences (5,661) (12,887)
Total taxation charge 19,398 40,387

The Company is incorporated in Guernsey, but qualified as a United Kingdom tax resident. Therefore, the United Kingdom corporation
tax of 25% (2022: 19%) is used in the tax reconciliation for the Group.

The reconciliation of the effective tax rate is explained below:

2023 2022
USD’000 USD’000

Profit on ordinary activities before taxation 16,569 114,655

Tax at the United Kingdom tax rate of 25% (2022: 19%) 4,142 21,784
Effects of:
Different tax rates applied in overseas jurisdictions 7,936 11,062
Expenses not deductible for tax purposes 8,104 11,698
Adjustment in respect of prior periods (1,526) (96)
Previously unrecognised tax losses used to reduce deferred tax expense (12) (3,493)
Tax losses not recognised as a deferred tax asset 1,184 940
Effects of rate change (430) (1,508)
Total taxation charge 19,398 40,387

Different tax rates applied in overseas jurisdictions reflect the different tax rates applicable in the various jurisdictions in which the
Group operates. The main rates of corporation tax in Zambia and Mozambique for the year were 30% and 32%, respectively.

The Group’s effective tax rate of 117.1% (2022: 35.2%) predominately arises because of the different tax rates applied in overseas
jurisdictions, non-deductible expenses and tax losses not recognised.

Deferred tax

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised, or the
liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

In the spring budget 2021, the United Kingdom Government announced that from 1 April 2023, the corporation tax rate would
increase to 25% (rather than remaining at 19% as previously enacted). This new law was substantively enacted on 24 May 2021.
Deferred tax at the reporting date was measured using this enacted tax rate and reflected in these Consolidated Financial Statements.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 8

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

9. TA X AT I O N ( C O N T I N U E D )

Details of the deferred tax liabilities and assets, amounts recognised in the Consolidated Income Statement and amounts recognised in
other comprehensive income, are as follows:

31 DECEMBER 31 DECEMBER
2023 2022
USD’000 USD’000

Recognised deferred tax assets


Tax losses 6,008 6,190
Property, plant and equipment 4,178 4,310
Other temporary differences 5,746 5,138
Total deferred tax assets 15,932 15,638
Deferred tax assets netted against deferred tax liabilities (9,868) (9,331)
Net deferred tax assets 6,064 6,307

31 DECEMBER 31 DECEMBER
2023 2022
USD’000 USD’000

Recognised deferred tax liabilities


Evaluated mining property – Kagem and MRM (76,448) (80,749)
Inventory valuation – Kagem and MRM (4,297) (5,362)
Total deferred tax liabilities (80,745) (86,111)
Deferred tax assets netted against deferred tax liabilities 9,868 9,331
Net deferred tax liabilities (70,877) (76,780)

Deferred tax assets and deferred tax liabilities relating to the same tax authorities have been disclosed as a net asset or liability.

The movement on the deferred tax account is provided below.

2023 2022
USD’000 USD’000

At 1 January (70,473) (83,356)


Adjusted for:
(Utilisation)/recognition of tax losses (182) 3,371
Property, plant and equipment (132) 465
Evaluated mining property – Kagem and MRM 4,301 5,361
Inventory valuation – Kagem and MRM 1,065 (499)
Unrealised foreign exchange movements 908 2,843
Other temporary differences (299) 1,346
Recognised in the Consolidated Income Statement 5,661 12,887
Realised foreign exchange movement (1) (4)
At 31 December (64,813) (70,473)

The deferred tax liability decreased in the year by USD5.9 million due principally to a net reduction of USD5.4 million in mining
assets and inventory because of amortisation. The balance of USD0.5 million of the decrease is due to the impact of the net increase in
deferred tax assets that are netted against deferred tax liabilities.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 15 9

9. TA X AT I O N ( C O N T I N U E D )

The deferred tax liability in relation to evaluated mining property and inventory arose on the IFRS 3 Business Combinations fair value
uplift on acquisition of Gemfields Limited by the former Pallinghurst Resources Limited (now Gemfields Group Limited) in 2017.
The liability recognised will be unwound over the production profile of the mining assets, with a USD5.4 million reduction to the
liability recognised in 2023.

Deferred tax assets are only recognised in relation to tax losses and other temporary differences that would give rise to deferred tax
assets, where it is considered probable that the losses will be utilised in the foreseeable future and therefore that the asset is recoverable.

A deferred tax asset of USD5.9 million has been recognised on prior years’ trading losses in the UK, which are being carried forward.
The utilisation of these losses is dependent on the existence of future taxable profits, which management forecasts to arise in future years
through the management income charged from the UK entity. The deferred tax asset recognised is based on the value of the taxable
profit which is reasonably expected to be generated over the next three years.

Due to uncertainty over the timing of the future utilisation of certain of the taxation losses, no deferred tax has been recognised in
relation to unused tax losses in the amount of USD62.0 million (2022: USD61.8 million).

10 . P R O P E R T Y , P L A N T A N D E Q U I P M E N T

FIXTURES,
PLANT, FITTINGS EVALUATED DEFERRED
LAND AND MACHINERY AND OFFICE MINING ASSETS UNDER STRIPPING
BUILDINGS AND VEHICLES EQUIPMENT PROPERTIES CONSTRUCTION COSTS TOTAL
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Cost
At 1 January 2022 36,564 60,406 8,902 348,258 – 11,623 465,753
Additions 4,288 23,564 1,645 3,725 – – 33,222
Disposals (1,520) (6,992) – – – – (8,512)
Foreign exchange differences (65) – (454) (773) – – (1,292)
At 31 December 2022 39,267 76,978 10,093 351,210 – 11,623 489,171
Additions 4,969 34,524 1,193 116 15,478 – 56,280
Disposals (956) (1,719) (78) – – – (2,753)
Foreign exchange differences 48 – 443 – – – 491
At 31 December 2023 43,328 109,783 11,651 351,326 15,478 11,623 543,189
Accumulated depreciation
At 1 January 2022 11,242 44,814 7,175 57,837 – 2,068 123,136
Provided during
the year 3,767 10,628 965 17,439 – 4,722 37,521
Disposals (692) (6,992) – – – – (7,684)
Foreign exchange differences (64) – (503) – – – (567)
At 31 December 2022 14,253 48,450 7,637 75,276 – 6,790 152,406
Provided during the year 4,094 12,967 927 13,648 – 4,833 36,469
Disposals (955) (1,719) (76) – – – (2,750)
Foreign exchange differences 48 – 427 – – – 475
At 31 December 2023 17,440 59,698 8,915 88,924 – 11,623 186,600
Carrying value
At 31 December 2022 25,014 28,528 2,456 275,934 – 4,833 336,765
At 31 December 2023 25,888 50,085 2,736 262,402 15,478 – 356,589
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 0

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

10 . P R O P E R T Y , P L A N T A N D E Q U I P M E N T ( C O N T I N U E D )

Evaluated mining properties relate to mining licences held mainly at Kagem and MRM and the Group fair value adjustments from the
2017 acquisition.

Deferred stripping costs relate to Kagem.

Assets under construction primarily pertains to the advance payments made and expenses incurred for second processing plant at MRM.

Included within land and buildings are right-of-use assets with a cost of USD5.4 million (31 December 2022: USD6.2 million) and
associated accumulated depreciation of USD4.2 million (31 December 2022: USD3.9 million). Right-of-use assets mostly relate to
property leases held in the Group’s various operating locations. Refer to Note 18: Leases for further details.

FY23 Impairment review of Kagem and MRM

At 31 December 2023 the Group’s market capitalisation based on the share price of ZAR3.14 was USD200.4 million. This is
363.6 million below the Group’s net asset value (consistent with the previous years), which under IAS 36 represents an impairment
indicator. Whilst the Gemfields Group is not considered a CGU, the existence of this impairment indicator implies that an impairment
indicator may also exist at one or more of the Group’s CGUs. As a result, an impairment review has been performed on the mining
CGUs. The recoverable value models support the carrying value of mining assets at 31 December 2023, therefore no impairment
charges were recorded. The recoverable value of these assets was determined using a fair value less cost of disposal (“FVLCD”)
methodology, applying discounted cash flows techniques. The cash flows included in the fair value models were estimated in real terms.

In assessing the recoverable amount of Kagem and MRM, management has considered the strong auction results for both emeralds and
rubies in 2023, which saw prices increase across a large number of grades with more customers bidding. On this basis, the Directors are
confident in the strength of the market for both gemstones. With the market dynamics having improved and future production
expected to be stable or better than previous years, the impairment review performed resulted in recoverable amounts that exceed the
carrying value of both assets. An assessment of 2023 auction results is provided below.

KAGEM:

• Three successful auctions during the year generated total revenues of USD89.9 million for both higher-quality and
commercial-quality emeralds.
• The higher-quality auction in June 2023 generated an all-time revenue record for an emerald auction of USD43.5 million and
an all-time record for price-per-carat for a single auction of USD165.51 per carat. The auction of higher-quality emeralds
scheduled for November 2023, was withdrawn, the available production will be carried forward into Gemfields’ 2024 auction
programme.
• Two commercial-quality auctions achieved USD46.4 million at USD7.32 per carat.

MRM:

• Two successful series of mixed-quality auctions during the year generated total revenues of USD149.9 million at an average
price of USD276.61 per carat with June 2023 and December 2023 auctions generating USD80.4 million and USD69.5 million
respectively.
• A commercial-quality auction generated USD1.5 million at an average price of USD1.70 per carat.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 161

10 . P R O P E R T Y , P L A N T A N D E Q U I P M E N T ( C O N T I N U E D )

FY23 Impairment review of Kagem and MRM (continued)

In determining the recoverable amount the Group has used a discounted cash flow analysis. The calculation of the recoverable amount
of the Group’s CGUs at 31 December 2023 using a discounted cash flow model provided a range of outcomes as the calculation is
particularly sensitive to changes in auction prices, composition of the high-quality emerald auctions, processing capacity of rubies and
the discount rate used, amongst other factors. Any changes to the assumptions adopted in the calculation of the discounted cash flows,
individually or in aggregate, would result in a different valuation being determined.

The insurgency in Cabo Delgado province remains a concern. Although a direct threat from the insurgents is currently deemed unlikely,
MRM is conscious of the possibility of opportunists mounting an attack on MRM’s assets. MRM and Gemfields are working in close
coordination with relevant government and third-party agencies to track the developments in the region, including in relation to
intelligence assessments which are being kept continually updated. An evacuation plan is in place in case a worst-case scenario should
arise. Furthermore, a number of measures are in place to curb the risk of an attack. There have been no adverse changes which would
represent an impairment indicator at 31 December 2023.

In conclusion, as of 31 December 2023, Kagem and MRM’s base case recoverable amounts are calculated at USD288.3 million and
USD419.9 million which exceed their carrying values of USD207.7 million and USD231.2 million respectively. Management has
performed sensitivity analysis for Kagem and MRM to evaluate potential impairments. This analysis considers the impact of reasonable
and plausible changes in key assumptions, such as long-term price reductions, operational expense increases and reductions to discount
rates over the remaining life of the mines which may impact impairment, while keeping all other inputs constant. Analyses as follow:

• A decrease in future emerald and ruby prices of 5% over the remaining life of the mines does not indicate an impairment of
CGUs. It should be noted that forecasted prices are based on a conservative approach by Gemfields, and it is a remote
possibility that prices will fall below the projected levels.
• Taking into consideration a 5% surge in operational costs over the course of the mines’ remaining operational life. The
sensitivity results indicate no impairment of the CGUs in this scenario.
• As an additional down-side sensitivity, an increase in the discount rate of 2% was performed over the life of mines. Kagem and
MRM continued to demonstrate a positive headroom in their models within this scenario.
• Typically, changes in any one of the aforementioned assumptions would be accompanied by a change in another assumption
which may have an offsetting impact. Action is usually taken to respond to adverse changes in assumptions to mitigate the
impact of such change.

The amount by which the value assigned to a key assumption must change for headroom to be reduced to nil must also be identified:

• Kagem’s recoverable amount would be USD207.7 million with no headroom to carrying value when a price reduction of
21.04% is applied for a period of five years (at a 14.50% base case discount rate) or when a discount rate of 19.34% is applied
to the base case cashflows; and
• MRM’s headroom is reduced to nil with a recoverable amount of USD231.2 million when a price reduction of 38.29% is
applied for a period of five years (at a 13.25% base case discount rate) or when a discount rate of 30.84% is applied to the base
case cash flows.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 2

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

10 . P R O P E R T Y , P L A N T A N D E Q U I P M E N T ( C O N T I N U E D )

Key assumptions used in the recoverable amount calculations:

ASSUMPTION KAGEM MRM

Recoverable Economically recoverable reserves and resources are based Economically recoverable reserves and resources are based
amount of on management’s expectations and the technical studies and on management’s expectations and the technical studies
reserves and exploration and evaluation work undertaken by in-house and exploration and evaluation work undertaken by
resources and third-party specialists. in-house and third-party specialists.
Commodity Rough emerald and beryl prices have been determined using Rough rubies and corundum prices have been
prices the Group’s historic achieved prices over the past six determined using the Group’s historic achieved prices
auctions, also reflecting historically supportable price over the past three auctions. Rough rubies and corundum
increases. Rough emerald and beryl prices are not traded on prices are not traded on a public exchange and most
a public exchange and most transactions occur in private transactions occur in private auctions, and therefore
auctions, and therefore historic trends of prices and product historic trends of prices and product mix are the most
mix are the most appropriate and reasonable basis. appropriate and reasonable basis.
Composition of The quality of production and product mix typically dictate The quantity of ruby production that is assumed to be
auctions the composition of the high-quality auctions. The sold at mixed quality auctions is based on available
composition of the auction includes premium emeralds and production from two months before the auction date;
emerald stones that enhance the auction parcels and this allows for time taken for grading and referencing.
schedules and is dependent on (i) production; The composition of the auction is dependent on
(ii) management strategy, i.e. building inventory or cash (i) production; (ii) management strategy i.e. building
generation; and (iii) market intelligence. Any variations in inventory or cash generation; and (iii) market
this composition are at the discretion of management and, intelligence.
given the continued improvement in the quality of
production and the market strength, it is anticipated that
over the near to medium term the proportion of emerald
production taken to high-quality auctions will increase.
Operating costs Variable operating costs have been included in the Variable operating costs have been included in the
impairment test as a function of the related production impairment test as a function of the related production
volumes. Fixed costs at the mines, washing plant and sort volumes. Fixed costs at the mines, washing plant and sort
house are largely constant but reflect material changes in house are largely constant but reflect material changes in
activity levels. activity levels.
Timing of capital The Directors have estimated the timing of capital The Directors have estimated the timing of capital
expenditure expenditure at Kagem based on the Group’s current and expenditure at MRM based on the Group’s current and
future financing plans and the results of technical studies future financing plans and the results of technical studies
completed to date. completed to date. Included in the MRM cash flows is
the capital investment in second processing plant. Whilst
the mine plan and life of mine have not been updated as
feasibility continues, it is expected that the new plant will
accelerate production and generate additional revenues.
Discount rate A real discount rate of 14.50% was used in the recoverable A real discount rate of 13.25% was used in the
amount calculations. This represents the pre-tax rate that recoverable amount calculations. This represents the
reflects the Group’s current market assessments of the time pre-tax rate that reflects the Group’s current market
value of money and the risks specific to the cash-generating assessments of the time value of money and the risks
unit. specific to the cash-generating unit.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 3

11 . I N T A N G I B L E A S S E T S

UNEVALUATED
BRAND AND MINING
SOFTWARE TRADEMARKS PROPERTIES TOTAL
USD’000 USD’000 USD’000 USD’000

Cost
At 1 January 2022 677 39,942 26,006 66,625
Additions 234 – 6,094 6,328
Foreign exchange differences (1) – – (1)
At 31 December 2022 910 39,942 32,100 72,952
Additions 647 – 9,643 10,290
At 31 December 2023 1,557 39,942 41,743 83,242
Accumulated amortisation
At 1 January 2022 420 11,472 4,771 16,663
Charge for the year 150 – – 150
At 31 December 2022 570 11,472 4,771 16,813
Charge for the year 462 – – 462
At 31 December 2023 1,032 11,472 4,771 17,275
Carrying value
At 31 December 2022 340 28,470 27,329 56,139
At 31 December 2023 525 28,470 36,972 65,967

Unevaluated mining properties

Unevaluated mining properties consist of intangibles relating to the mining and prospecting licences (evaluation and exploration assets)
held in the development projects, mainly in Mozambique. Assets are capitalised to unevaluated mining properties in accordance with
the Group’s exploration and evaluation acco unting policy, which is disclosed in Note 2: Accounting policies.

Unevaluated mining properties are reviewed regularly for indicators of impairment and are tested for impairment where these indicators
exist, in line with the Group accounting policy. Whilst the management continuously reviews the insurgent activities in Mozambique,
there have been no adverse changes which would represent an impairment indicator at 31 December 2023.

A full review of the Group’s development projects can be found on pages 54 to 57 in the Operational Review.

Brand and trademarks

Brand and trademarks, forming indefinite life intangible assets, consist of intangibles relating to the Fabergé brand and trademarks.

Fabergé Limited cash-generating unit – valuation and impairment assessment

In accordance with IAS 36 Impairment of Assets, the Group assesses the carrying value of its Fabergé CGU for impairment on an
annual basis. This assessment comprises both the carrying value of the Fabergé CGU and the Fabergé brand and trademark, which serve
as the primary driver of cash generation. The Fabergé CGU is the Group’s luxury downstream retail business, whose principal activity
is the retail of premium personal luxury goods (“PLGs”). The carrying value of the CGU at 31 December 2023 was USD56.7 million
(31 December 2022: USD57.4 million).
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 4

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

11 . I N T A N G I B L E A S S E T S ( C O N T I N U E D )

Fabergé Limited cash-generating unit – valuation and impairment assessment (continued)

The Group applies a Market Approach – Revenue Multiple method to the valuation of its recoverable amount and engages an
independent expert to complete an independent valuation report, using this methodology, at each reporting date. The independent
report forms the primary source in determining the fair value (based on a fair value less cost of disposal (“FVLCOD”)) of Fabergé at
each reporting date. The report was prepared on the same basis as that prepared in prior periods, including 31 December 2022, using a
market-based approach based on enterprise value to revenue multiples (“EV/Revenue”) exhibited by comparable companies (“CoCos”).
The Group believes that a revenue multiple based on comparable companies remains the most appropriate method of valuing the
Fabergé CGU. This approach is determined to be Level 3 in the fair value hierarchy. The key judgements, assumptions and inputs used
in the valuation are summarised below.

Basis of revenue

For 31 December 2023, the following metrics were used:

• Agreed sales over the past 12 months to December 2023;


• A forward-looking approach using management’s latest Board-approved budgeted sales for 2024.

Peer group

The peer group of globally recognised PLG companies selected to establish a comparable EV/Revenue multiple range considered the
following:

• Fabergé’s greater heritage and premium brand perception compared to many brands within the peer group;
• Fabergé’s comparatively small size and less diversified brand and product portfolio;
• Fabergé’s higher growth potential compared to the larger and more mature companies in the peer group; and
• Fabergé’s EBITDA margin, which has historically been negative.

Taking these factors into account the report considered it reasonable to apply a discount to the peer group average multiples of 25%
(December 2022: 20%). After deducting this, the selected EV/Revenue multiple range was 2.15x–2.65x. This is slightly lower than the
range applied at 31 December 2022 of 2.45x–2.95x, which is believed to reflect the normalisation of exceptional double digit growth
post-COVID and macroeconomic challenges affecting demand in China, reducing both revenue growth and market capitalisations
since prior year.

Control premium

Multiples derived for comparable quoted companies are generally based on share prices reflective of the trades of small parcels or shares.
As such, they generally reflect a minority discount. A control premium range of 25%–35% was therefore applied to arrive at an adjusted
enterprise value for the Fabergé CGU, consistent with the 31 December 2022 valuation.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 5

11 . I N T A N G I B L E A S S E T S ( C O N T I N U E D )

Discount for Lack of Marketability (“DLOM”)

On the basis that a revenue multiple derived from the CoCos reflects trades of liquid parcels or shares, whereas the Fabergé CGU is a
private entity, the report considered it appropriate to apply a DLOM. The report applies a DLOM range of 5%–10% taking into
consideration the following factors:

• The Group has received several purchase offers for Fabergé;


• Given the well-established and globally recognised heritage of the Fabergé brand, it may be considered a “trophy asset” by
potential investors; and
• Quantitative analysis using the Ghaidarov Average-Strike Put Option model.

The range is consistent with the December 2022 valuation.

Illustrative costs of disposal

Consistent with December 2022, the report considered an appropriate illustrative cost of disposal of 1% of enterprise value, which is
the mid-point of disposal costs of between 0.5% and 1.5% of similar transactions observed.

Surplus inventory

Within inventory of USD28.1 million at 31 December 2023 (31 December 2022: USD25.8 million), Fabergé carries a high level of
‘showpiece’ assets which can be summarised as art-jewellery and exceptional gemstones, showcasing the highest possible level of design,
craftsmanship and quality associated with the brand. These assets are not required for the operations of the CGU and can be considered
as surplus assets. This surplus amount aggregates to USD16.5 million (31 December 2022: USD17.6 million) with the remainder
regarded as operational inventory required to support annual sales. This surplus inventory amount is added back to the calculated
enterprise value after adjustment for control premium and DLOM to arrive at the total enterprise value of the Fabergé CGU.

Valuation results

At 31 December 2023 and 31 December 2022, based on the valuation approach outlined above, the range of enterprise values calculated
by the independent third party support the carrying value of the Fabergé CGU, with no indicators of impairment being identified.

Management has conducted sensitivity analysis on the revenue inputs. This includes using IFRS revenue recognition principles when
the customer has control, as opposed to relying solely on agreed sales. Additionally, management has also factored in a sensitivity
analysis for a 20% reduction in sales, considering that revenues include one-off item sales. While Fabergé typically sells such items
annually, their values can fluctuate significantly from period to period, rendering the revenue stream unpredictable.

Taking account of these additional factors and the overall sensitivity of the valuation to the revenue, which remains uncertain at this
point, management considers that the carrying value of the CGU is not materially different from the assessed fair value at the balance
sheet date. Therefore, neither a further impairment nor a reversal of the existing impairment is required. Management believes that any
reasonably possible change in key assumptions would not result in further impairment or a reversal of the existing impairment since
management believes that such changes would be primarily driven by the performance of Fabergé CGU.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 6

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

12 . U N L I S T E D E Q U I T Y I N V E S T M E N T S

The Group’s unlisted equity investment relates to its 6.54% holding in Sedibelo Resources Limited (previously Sedibelo Platinum
Mines Limited) (“Sedibelo” or “SPM”), a producer of platinum group metals (“PGMs”) with interests in the Bushveld Complex in
South Africa. The reconciliation of the valuation of the investment held in the current and prior year is shown in the table below.

31 DECEMBER 2023 31 DECEMBER 2022


USD’000 USD’000

Balance at 1 January 32,000 37,200


Unrealised fair value losses (28,000) (5,200)
Balance at 31 December 4,000 32,000

The Group applies a market approach to the valuation of Sedibelo. Based on this approach, the enterprise value of Sedibelo at
31 December 2023 was estimated at USD76.2 million; the Group’s 6.54% interest has therefore been valued at USD4.0 million, after
the discount for lack of marketability, as explained in ‘Valuation results’ below.

The decrease in the fair value in the current period has most notably arisen from reduced public market valuations for comparable PGM
companies, which were generally down by approximately 45% between 31 December 2022 and 31 December 2023, and the reduced
operating and financial results for Sedibelo over the year due to operating challenges, and a modest pullback in PGM and rhodium
prices.

The primary source in determining the valuation of SPM at 31 December 2023 is a valuation report prepared by an independent third
party. The independent valuation report includes a range of valuations from which the Directors have applied judgement to assess the
value of the Group’s investment. The methodology applied at 31 December 2023 is consistent with that applied at 31 December 2022.
The fair value assessment completed is determined to be Level 3 in the fair value hierarchy.

Market approach – comparable companies’ analysis

Consistent with the December 2022 valuations, the report concluded that the only practical market-based approach is to value the
Group’s investment in SPM by reference to the key market multiples exhibited by reference to the pricing of publicly listed PGM
companies. The independent valuation report considered a peer group comprising Impala Platinum, Northam Platinum (“Northam”),
Sibanye Stillwater, Tharisa, and Anglo Platinum, concluding Tharisa and Northam to be the closest comparable to SPM with respect
to their resource size and financial performance – although production and revenue at Northam would be still materially larger than
at SPM.

Consistent with December 2022, the report considered the most suitable measures to be Enterprise Value per (i) mineral resource
ounce, (ii) mineral reserve ounce, (iii) production ounce, (iv) Last Twelve Months (“LTM”) revenue, (v) Next Twelve Months (“NTM”)
revenue, (vi) LTM EBITDA and (vii) NTM EBITDA.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 7

12 . U N L I S T E D E Q U I T Y I N V E S T M E N T S ( C O N T I N U E D )

Financial and non-financial multiples

The following trading multiples were selected for application to Sedibelo:

31 DECEMBER 2023 31 DECEMBER 2022

EV/mineral resource ounces USD14/oz USD25/oz


EV/mineral reserve ounces USD47/oz USD69/oz
EV/LTM production ounce 8,000/oz 5,000/oz
EV/LTM revenue 0.4x 1.9x
EV/NTM revenue 0.3x 1.5x
EV/LTM EBITDA 1.4x 4.8x
EV/NTM EBITDA 1.7x 3.3x

The report has applied weightings to each multiple which give consideration to an array of factors, including a) the availability of
production and costing projections from the SRK Report, b) the unplanned production disruptions over the last twelve months, arising
from safety incidents, community unrest, excessive rainfall and the concentrator shutdown, thereby limiting the usefulness of LTM
results as a predictor for its prospective financial results, c) the recent suspension of operations in the West Pit due to a lack of profitability
further limiting the usefulness of LTM and NTM results, d) the recent hold put on the East Pit and Underground development
projects, also limiting the usefulness of LTM and NTM results, e) Sedibelo’s materially longer reserve life relative to the peer group,
which limits the utility of reserve and resource multiples, and f ) the recent layoffs and the breach of a covenant on its loan, and the
abandonment of the IPO all call into question the future performance of the company and its ability to continue production and
project development, further limiting the usefulness of LTM and NTM results.

Discount for the lack of marketability (“DLOM”)

Consistent with December 2022, the valuer has applied a DLOM to the valuation of Sedibelo. DLOM of 20% is calculated using the
Finnerty model, a widely used valuation discount method. The DLOM applied gives acknowledgement to the fact that SPM is a public,
unlisted company, making the Group’s investment more difficult to sell than if it was listed in an openly traded market. The Finnerty
model assumes that Group could realise its stake in Sedibelo over the next three years.

Valuation results

After allowance of SPM’s net debt of USD47 million, the multiples led to a value of SPM (100% basis), on an equity value basis, of
USD76.2 million, with the Group’s 6.54% interest valued at USD5.0 million. Applying the 20% DLOM decreases SPM’s fair value to
USD4.0 million. Accordingly, a USD28.0 million fair value loss has been recorded for the period, which has been recognised in other
income and expenses and shown separately on the face of the financial statements.

Sensitivity analysis

For the purposes of the disclosures required by IFRS13, the Directors have performed a test of the reasonableness to the selected
weightings of each multiple applied.

The following sensitivity analysis on varying alternative weightings is disclosed:

i) If equal weightings were applied to all seven metrics, with all other indicators and evidence unchanged, the valuation would
change to USD6.8 million or a fair value decrease of USD25.6 million from the position at 31 December 2022;
ii) If no weighting was applied to the mineral resource and mineral reserve multiples, with the remaining multiples re-weighted
equally, the valuation would change to USD0.5 million or a fair value decrease of USD31.9 million from the position at
31 December 2022; and
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 8

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

12 . U N L I S T E D E Q U I T Y I N V E S T M E N T S ( C O N T I N U E D )

Sensitivity analysis (continued)

iii) If no weighting was applied to the mineral resource, mineral reserve and LTM revenue multiples, with the remaining multiples
re-weighted equally, the valuation would change to USD0.8 million or a fair value decrease of USD31.6 million from the
position at 31 December 2022.
iv) If no weighting was applied to the LTM multiples, with the remaining multiples re-weighted equally, the valuation would
change to USD9.4 million or a fair value decrease of USD23.0 million from the position at 31 December 2022.

In all scenarios a fair value loss would be recorded at 31 December 2023, based on the 31 December 2022 valuation of
USD32.4 million.

Consideration of non-current assets held for sale

As previously announced, management intends to divest from SPM since it is not considered a core part of Gemfields’ strategy.
Although the unbundling of Ivy Lane has simplified the structure through which Group holds its SPM investment, the Directors
continue to take the position that a sale of SPM within the next 12-months is not highly probable, based on the current facts and
circumstances. As the timing of the sales process is uncertain and the investment is not being actively marketed at a specific price, the
Group’s investment in SPM does not meet all the requirements of IFRS 5 Non-current assets held for sale and discontinued operations
in order for the investment to be presented as an asset held for sale on the Group’s balance sheet at 31 December 2023.

Fair value hierarchy

IFRS 13 requires disclosure of fair value measurements under the following hierarchy:

Level Fair value input description


Level 1 Listed prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs other than listed prices included within Level 1 that are observable for the asset or liability, either directly (that is, as
prices) or indirectly (that is, derived from prices).
Level 3 Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The investment in Sedibelo, measured at fair value through profit or loss, has been deemed to be Level 3 under the fair value hierarchy,
based on the valuation method used.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 16 9

13 . I N V E N T O R Y

31 DECEMBER 31 DECEMBER
2023 2022
USD’000 USD’000

Rough inventory – emeralds and beryl 38,832 45,908


Rough inventory – rubies and corundum 28,190 23,702
Fabergé inventory 26,181 25,884
Cut and polished gemstones 3,504 5,242
Spares and consumables 12,950 9,889
109,657 110,625

The total provision held against inventory at 31 December 2023 was USD5.5 million (2022: USD9.4 million).

At 31 December 2023, USD2.3 million of the rough inventory was carried at net realisable value (2022: USD1.3 million) and
principally relates to beryl, corundum and some specific low-quality gemstones which are typically sold outside of the normal auction
programme.

14 . T R A D E A N D O T H E R R E C E I V A B L E S

31 DECEMBER 2023 31 DECEMBER 2022

NON- NON-
CURRENT CURRENT TOTAL CURRENT CURRENT TOTAL
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Trade receivables 44,022 – 44,022 63,154 – 63,154


Related-party receivables 8,067 3,000 11,067 7,095 3,000 10,095
Other receivables 3,719 46 3,765 2,695 46 2,741
Financial assets held at amortised cost 55,808 3,046 58,854 72,944 3,046 75,990
VAT receivable1 14,288 18,077 32,365 21,730 9,100 30,830
Prepayments 8,353 – 8,353 4,666 – 4,666
Investments accounted for using the equity method – 2,009 2,009 – – –
Loan notes receivable from non-equity investments – – – – 1,389 1,389
Other assets 518 521 1,039 299 589 888
Total trade and other receivables 78,967 23,653 102,620 99,639 14,124 113,763

1 – The non-current VAT receivable relates to amounts owed to MRM and Kagem, whose collection is expected more than 12 months from the balance sheet date.

Trade receivables
Trade receivables of USD44.0 million at 31 December 2023 (31 December 2022: USD63.2 million) primarily relate to MRM auction
receivables of USD37.9 million and Kagem auction receivables of USD0.6 million outstanding from the mixed-quality ruby and
commercial-quality emerald auctions held in September and December 2023. Additionally, amounts were due to Fabergé at
31 December 2023 of USD5.5 million (31 December 2022: USD8.0 million). At the date of issuance of these financial statements, all
auction receivables had been fully collected.

The Group assesses the recoverability of its auction receivables based on the simplified approach within IFRS 9, which uses a provision
matrix to determine the lifetime expected credit losses. Auction receivables are written off where there is no reasonable expectation of
recovery, which includes, amongst other specified criteria, a failure to make contractual payments for a period of greater than 120 days
past due. No impairment provision was recorded against auction receivables at 31 December 2023.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 17 0

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

14 . T R A D E A N D O T H E R R E C E I V A B L E S ( C O N T I N U E D )

The majority of the Group’s non-auction receivables are held by Fabergé. Fabergé’s business is based on long-standing relationships with
a selection of key wholesale and retail customers, with whom emphasis is placed on building partnerships. There is no history of default
with these customers. These receivables are assessed for impairment under IFRS 9 on a customer-by-customer basis, taking into
consideration the customer’s past payment history, Fabergé’s relationship with the customer and any other customer-specific factors
determined to be appropriate to the assessment. Based on the detailed assessment completed, despite the low credit risk of these
customers, USD0.2 million provision was recorded against Fabergé’s trade receivables at 31 December 2023.

Refer to Note 23: Financial instruments for further discussion on credit risk.

Related party receivable


At 31 December 2023, the Group had a USD11.1 million (31 December 2022: USD10.1 million) related party receivable due from
Mwiriti Ltda (“Mwiriti”), the Group’s partner in MRM and Nairoto.

Of the total amount, USD8.1 million (31 December 2022: USD7.1 million) of the current receivable relates to MRM and will be
recovered from future dividends to be paid by MRM. During the year, a dividend was declared by MRM of which USD7.5 million was
payable to Mwiriti. This dividend was settled against the receivable outstanding with Mwiriti in respect of prior cash advances and
therefore no cash outflow arose upon its settlement. After the payment of the 2022 dividend, MRM entered into a new loan agreement
of USD8.6 million with Mwiriti in relation to the next expected future dividend payments. Under the terms of the agreements, MRM
made up to USD8.1 million available to Mwriti, representing an advance payment of future dividends to be declared by MRM. The
outstanding amount of USD8.1 million which is inclusive of interest at the rate of three-month SOFR plus 4% will be offset by
dividends which MRM is expected to announce for the financial year ended 31 December 2023.

The remaining balance of USD3.0 million (31 December 2022: USD3.0 million) relates to Nairoto. Nairoto has been set up with the
objective of developing 12 gold-mining licences in Northern Mozambique. The balance represents an advance made to Mwiriti which
has no fixed terms of repayment. It is expected that this receivable will be recovered through future dividends paid out by Nairoto once
the viability of the project has been confirmed or from the proceeds of any future sale of the mining and exploration licences. There
have been no significant changes to the assessed expected credit losses (“ECL”) associated with the advance payment in the year. The
Group also holds an outstanding non-current payable of USD5.0 million (31 December 2022: USD5.0 million) to Mwiriti in respect
of the Nairoto project at 31 December 2023. As such, the Group’s credit exposure to Mwiriti at 31 December 2023 in relation to
Nairoto was determined to be immaterial.

Other receivables and assets


The Group’s other receivables primarily relate to non-trade receivables, third-party and related-party loans. At 31 December 2023
the Group held a provision of USD2.1 million (31 December 2022: USD2.1 million) against its loans and other receivables.

VAT receivables, prepayments and other receivables are not financial assets. If collection of amounts is expected in one year or less, they
are classified as current assets.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 171

15 . T R A D E A N D O T H E R P A Y A B L E S

31 DECEMBER 2023 31 DECEMBER 2022

CURRENT NON-CURRENT TOTAL CURRENT NON-CURRENT TOTAL


USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Trade payables 13,509 – 13,509 10,368 – 10,368


Accrued expenses 7,018 – 7,018 11,159 – 11,159
Payroll and employee-related payables 7,345 – 7,345 7,069 – 7,069
Related party payables – 5,000 5,000 – 5,000 5,000
Other taxes, including mineral royalty
and production taxes 8,511 – 8,511 6,419 – 6,419
Other payables 11,547 3,034 14,581 9,143 – 9,143
Total trade and other payables 47,930 8,034 55,964 44,158 5,000 49,158

Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are
considered to be the same as their fair values due to their short-term nature.

The non-current related party payable is due to the Group’s partner in Nairoto, Mwiriti Ltda, in relation to operating and capital
expenses incurred on behalf of Nairoto before control of the 12 mining licences passed to the Group.

16 . B O R R O W I N G S

31 DECEMBER
2023
INTEREST RATE MATURITY USD ’000

Current interest-bearing loans and borrowings


FNB Zambia USD15 million overdraft facility 5.50% 2024 12,800
ABSA Zambia USD15 million overdraft facility Three-month USD SOFR + 4.5% 2024 7,299
ABSA Mozambique USD15 million overdraft facility USD SOFR + 4.00% 2024 11,309
BCI Mozambique USD20 million overdraft facility USD SOFR + 3.75% 2024 9,006
Total borrowings 40,474

31 DECEMBER
2022
INTEREST RATE MATURITY USD ’000

Current interest-bearing loans and borrowings


ABSA Zambia USD10 million revolving credit facility USD SOFR + 6.50% 2023 10,000
BCI Mozambique USD15 million overdraft facility USD SOFR + 3.75% 2023 4,007
Total borrowings 14,007
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 17 2

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

16 . B O R R O W I N G S ( C O N T I N U E D )

Cash and non-cash movements in borrowings are shown below:

CASH MOVEMENTS NON-CASH MOVEMENTS

MOVEMENT
AT REPAYMENT BETWEEN AT
1 JANUARY CASH OF CURRENT AND INTEREST 31 DECEMBER
2023 INFLOWS BORROWINGS INTEREST PAID NON-CURRENT CHARGE 2023
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Current borrowings 14,007 40,474 (14,007) (2,204) – 2,204 40,474


14,007 40,474 (14,007) (2,204) – 2,204 40,474

CASH MOVEMENTS NON-CASH MOVEMENTS

MOVEMENT
AT REPAYMENT BETWEEN AT
1 JANUARY CASH OF CURRENT AND INTEREST 31 DECEMBER
2022 INFLOWS BORROWINGS INTEREST PAID NON-CURRENT CHARGE 2022
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Current borrowings 24,735 15,242 (35,970) (2,129) 10,000 2,129 14,007


Non–current borrowings 10,000 – – – (10,000) – –
34,735 15,242 (35,970) (2,129) – 2,129 14,007

First National Bank Zambia Limited (“FNB Zambia”)

In February 2023, Kagem entered into a USD15.0 million unsecured overdraft facility with FNB Zambia Ltd at a 5.50% fixed interest
rate. As at 31 December 2023, the outstanding balance under this facility is USD12.8 million.

ABSA Bank Zambia Plc (“ABSA Zambia”)

In 2023, Kagem repaid the USD10.0 million unsecured revolving credit facility with ABSA Zambia Plc that was outstanding as at
31 December 2022. A new agreement with ABSA Zambia was concurrently entered during the period, for a USD15.0 million overdraft
facility at an interest rate of three-month USD SOFR + 4.5% per annum. As at 31 December 2023, the outstanding balance under this
facility is USD7.3 million.

ABSA Bank Mozambique, SA (“ABSA Mozambique”)

In April 2016, MRM entered a USD15.0 million unsecured overdraft facility with ABSA Mozambique SA (formerly Barclays Bank
Mozambique SA). The facility has an interest rate of three-month USD SOFR plus 4% per annum. MRM had an outstanding balance
of USD11.3 million as at 31 December 2023 (31 December 2022: Nil). Gemfields Limited issued a corporate guarantee for the facility.
The facility is renewed annually, with the next renewal expected in March 2024.

Banco Comercial e de Investimentos (“BCI Mozambique”)

In June 2016, MRM entered a USD15.0 million unsecured overdraft facility with BCI. This is a rolling facility that renews annually,
provided that terms and conditions are met, and attracts interest of three-month USD SOFR plus 3.75% per annum. MRM had an
outstanding balance of USD9.1 million as at 31 December 2023 (31 December 2022: USD4.0 million). The facility is secured by a
blank promissory note undertaken by MRM and a corporate guarantee by Gemfields Group Limited. In the second half of 2023, the
overdraft limit was raised to USD20.0 million.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 173

17. P R O V I S I O N S
ENVIRONMENTAL
RESTORATION RESETTLEMENT OTHER
PROVISION PLAN PROVISIONS TOTAL
USD’000 USD’000 USD’000 USD’000

At 1 January 2022 1,245 228 8,358 9,831


Additions during the year 193 1,641 4,689 6,523
Utilised during the year – (460) (3,100) (3,560)
Change in estimates 846 – 3,760 4,606
At 31 December 2022 2,284 1,409 13,707 17,400
Additions during the year 4 – 393 397
Utilised during the year – (170) (6,191) (6,361)
Change in estimates 383 – (5,906) (5,523)
At 31 December 2023 2,671 1,239 2,003 5,913
Of which:
Non-current 2,671 – 771 3,442
Current – 1,239 1,232 2,471

Environmental restoration

The Group has an obligation to undertake restoration, rehabilitation and environmental work when environmental disturbance is
caused by the development or ongoing production of a mining property. A provision is recognised for the present value of such costs,
based on management’s best estimate of the legal and constructive obligations incurred. These estimates reflect industry best practice
and currently applicable legislation. Significant changes in legislation could result in changes in provisions recognised. It is anticipated
that the majority of these costs will be incurred over a period of 20 years from the balance sheet date.

Resettlement Action Plan (“RAP”)

The Group has an obligation to compensate the households and other land users who are physically or economically displaced by the
proposed mining in its concession area, in accordance with local legislative requirements. A provision is recognised for the present value
of such costs based on management’s best estimate of the obligations incurred. The RAP has been completed and was inaugurated in
August 2022.

Other provisions

Other provisions primarily consist of future legal claims and related legal expenses, including the operational grievance mechanism
(“OGM”), and end-of-contract gratuity benefits for mining staff. End-of contract benefits are payable in more than one year’s time for
some of the Group’s employees who are on fixed-term contracts and are calculated based on the legal and contractual benefits. Provisions
for future legal claims relate to the estimated costs that the Group expects to incur relating to past events and are recorded where it has
been determined that it is probable that an outflow of resources will be required to settle the claim, or where it is uncertain whether any
action by a third party would be successful. Provisions are assessed on a case-by-case basis. All amounts classified as non-current are
expected to be settled within five-years from the balance sheet date.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 174

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

17. P R O V I S I O N S ( C O N T I N U E D )

Other provisions (continued)

MRM established the OGM in February 2021 to further its ongoing commitment to transparency and support for the local
communities, and under the voluntary settlement agreement arising from the Leigh Day litigation. The original OGM ended in July
2023 and a new arrangement was launched, referred to as OGM “2.0”. Through this process, all cases relating to alleged incidents
related to before 1 January 2019, are in the process of being closed via rapid close mechanism and collective remedy for outstanding
claimants is being developed. This change in OGM mechanism has resulted in a decrease in the provision amount recognised in prior
periods. Management considered three key criteria in valuing the potential remedy at 31 December 2023: the number of claims received
by the OGM2.0 since it was launched in summer 2023, the likelihood of success of each claim and the expected remedy assessed by
mediation and likeliness of pay-outs based on OGM team’s experience. Applying judgement to the analysis of this information,
management has arrived at what it considers to be a range of reasonable outcomes for the estimate of the future economic outflow. The
provision recorded at 31 December 2023 reflects management’s best estimate of the potential liability at the balance sheet date, which
is within this sensitised range. The sensitivities do not necessarily cover all possible eventualities. It is expected that the liability will be
settled within two years from the balance sheet date. The Group continues to monitor the scheme closely.

18 . L E A S E S

The balance sheet contains the following amounts related to leases:

18.1 Right-of-use assets


2023 2022
USD’000 USD’000

At 1 January
Cost 6,246 6,681
Accumulated depreciation (3,943) (3,347)
Carrying value at 1 January 2,303 3,334

Additions 118 1,085


Disposal of assets – cost (937) (1,520)
Depreciation (1,182) (1,288)
Disposals of assets – accumulated depreciation 937 692
Carrying value at 31 December 1,239 2,303

At 31 December
Cost 5,427 6,246
Accumulated depreciation (4,188) (3,943)
Carrying value at 31 December 1,239 2,303

Right-of-use assets held at 31 December 2023 predominantly related to property leases in the Group’s various operating locations and
are presented within the land and buildings asset category in property, plant and equipment. Please refer to Note 10: Property, plant and
equipment.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 175

18 . L E A S E S ( C O N T I N U E D )

18.2 Lease liabilities

2023 2022
USD’000 USD’000

At 1 January 2,332 3,649


Additions 118 1,085
Disposals – (1,053)
Cash payments of principal (1,432) (1,639)
Interest charged to finance costs 152 290
At 31 December 1,170 2,332
Of which:
Current 415 1,166
Non-current 755 1,166
1,170 2,332

19 . S H A R E C A P I T A L

Shares issued are recognised at the fair value of consideration received, with the excess over the nominal value of the shares credited to
share premium. Costs directly attributable to a share issue are deducted from share premium rather than being included in profit or loss.
When shares are cancelled, the excess over the nominal value of the shares is debited to share premium.

The Company has issued Ordinary Shares, which entitle the holder to a vote in shareholder meetings and to receive dividends.

As per the Company’s Memorandum of Incorporation and subject to the JSE Listings Requirements and the AIM Rules for Companies,
for the Company to issue additional shares for cash, the Company must obtain shareholder approval via a Special Resolution. As at the
balance sheet date, the Company does not have the authority to issue additional shares for cash and therefore the Company’s authorised
share capital is displayed below.

Issued and fully paid share capital:

SHARE SHARE
NUMBER CAPITAL PREMIUM
OF SHARES USD’000 USD’000

Ordinary Shares (listed)


Ordinary Shares of USD0.00001 each
Balance at 1 January 2022 1,169,478,030 11 488,404
Share options exercised in the period 41,536,502 1 6,079
Balance at 31 December 2022 1,211,014,532 12 494,483
Share options exercised in the period 14,104,499 – 2,075
Shares cancelled resulting from share buy-back programme (58,423,901) – (9,870)
Balance at 31 December 2023 1,166,695,130 12 486,688

On 20 December 2022, the Company announced commencement of a share buy-back programme to purchase up to USD10.0 million
worth of Ordinary Shares (“Share Buy-Back”), after receiving approval from shareholders on 30 November 2022 at an Extraordinary
General Meeting. In 2023, a total of 58,423,901 shares were repurchased at an average price of ZAR3.17385. The average price paid per
share, by using the USD share premium as reported above, would be USD cents 16.894 per share. As at 31 December 2023, all shares
have been repurchased and cancelled as part of the buy-back programme.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 176

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

20 . S H A R E - B A S E D PAYM E N T S

The Group’s Share Option Plan was approved by shareholders on 26 June 2017. Under the terms of the plan, the Company can issue a
maximum of 167,341,278 options but the Company does not intend to issue any new share options under the plan, following the
implementation of the new Long Term Incentive Plan (“LTIP”) granted in 2023.

At 31 December 2023, the following share options had been granted and were outstanding in respect of the Ordinary Shares:

NUMBER OF OPTIONS

EXERCISE OUTSTANDING AT FORFEITED/ OUTSTANDING AT FINAL


ISSUE DATE PRICE 1 JANUARY 2023 GRANTED LAPSED EXERCISED 31 DECEMBER 2023 VESTING DATE

September 2017 ZAR3.45 11,156,088 – (1) (5,578,042) 5,578,045 September 2021


January 2018 ZAR2.97 5,980,315 – (2,387,121) (2,365,457) 1,227,737 January 2022
July 2018 ZAR2.30 9,939,114 – (960,164) (5,943,000) 3,035,950 July 2022
March 2019 ZAR1.90 318,103 – (10,103) (218,000) 90,000 March 2023
August 2023 Nominal – 11,823,851 – – 11,823,851 August 2026
Total 27,393,620 11,823,851 (3,357,389) (14,104,499) 21,755,583

Share options granted before 2023 vest over a four-year period in tranches of 20%. One-fifth of the options granted vest immediately
with the remaining 80% vesting annually on the grant date over the following four years, during which time the grantee has to remain
in employment. Three-fifths of awards lapse on the fifth anniversary of grant with the balance lapsing in equal tranches on the sixth and
seventh anniversaries of tranche and so have a three-year exercise window before lapsing.

On 25 August 2023, shareholders were advised that the Company had awarded a total of 11,823,851 performance shares in the form of
nominal cost options (“Performance Shares”) under the LTIP to the two Executive Directors and a small number of senior employees
including ‘Persons Discharging Managerial Responsibilities’. The vesting of all the Performance Shares is conditional on meeting performance
conditions measured over a three-year period as detailed in the Remuneration Committee Report on pages 116 to 123. The awards will vest
on the third anniversary of grant and are subject to a two-year post vesting holding period and to conventional malus and clawback provisions.

Of the options granted to date, 9,931,732 options were exercisable at 31 December 2023 (31 December 2022: 27,505,640). During the
year 14,104,499 share options were exercised at an average exercise price of ZAR3.457. In 2022, 41,536,502 share options were exercised
at an average exercise price of ZAR3.40.

A total of 3,357,389 (2022: 34,593,428 ) share options lapsed during the year that had a weighted average share price of ZAR2.77,
resulting in a USD0.1 million transfer from the option reserve to retained earnings in 2023.

As at 31 December 2023, all share option schemes approved in June 2017 and granted between 2017 and 2019 have vested. The total
expense recognised during the year arising from the vesting of equity-settled share-based payment transactions was USD0.1 million
(2022: USD0.1 million). The total option reserve in equity at 31 December 2023 was US4.3 million (31 December 2022:
USD4.9 million).

The weighted average exercise price for outstanding and exercisable options at 31 December 2023 was ZAR3.03 (31 December 2022:
ZAR2.91). The Parent Company’s closing share price at 31 December 2023 was ZAR3.14 (31 December 2022: ZAR3.85). The lowest
and highest closing price during the year was ZAR2.90 (2022: ZAR2.41) and ZAR4.25 (2022: ZAR3.97), respectively.

The weighted average remaining contractual life for the share options outstanding at 31 December 2023 was 3.5 years (2022: 2.1 years).
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 17 7

20 . S H A R E - B A S E D PAYM E N T S ( C O N T I N U E D )

The fair values of the options are calculated using the Black–Scholes method, except for the August 2023 LTIP, which was determined
using both the Black–Scholes and Monte Carlo simulation methods. The assumptions applied to each share option scheme are detailed
in the table below:

ISSUE DATE ISSUE DATE ISSUE DATE ISSUE DATE ISSUE DATE
SEPTEMBER 2017 JANUARY 2018 JULY 2018 MARCH 2019 AUGUST 2023

Exercise price ZAR3.45 ZAR2.97 ZAR2.3 ZAR1.90 Nominal


Share price at date of grant ZAR2.91 ZAR3.00 ZAR2.38 ZAR1.85 GBP 0.16
Expected volatility 39.70% 45.83% 47.54% 50.75% 41.12%
Option life 4.5 years 1–4 years1 1–4 years1 1–4 years1 None-2 years2
Expected dividends Nil Nil Nil Nil Nil
Risk-free interest rate 7.73% 6.67–7.65% 6.82–7.95% 6.69%–7.57% 4.90%
Fair value of options ZAR1.12 ZAR0.64–1.37 ZAR0.55–1.14 ZAR0.40–0.87 GBP0.065–0.151

1 – As the first option tranche vests immediately and the gain to the employee is low, the valuation assumes the options are held for one year prior to exercise.
2 – The net-of-tax number of shares acquired on the vesting of awards are subject to a two-year holding period. It is assumed that 47% of shares under award will be sold
immediately on vesting to fund withholding taxes and social security, with the balance remaining subject to the holding period.

For share options schemes granted before 2023, the risk-free interest rates have been based on the yields offered from South African
government bonds with maturities that range from one to four years as per the vesting profile of the options. South African government
bonds are considered an appropriate risk-free rate as these are assumed to be the lowest-risk investment underpinning the market. In
addition, as the Parent Company has a primary listing on the JSE where securities are quoted in South African Rand, the Directors
believe that a local currency-based risk-free rate is the most appropriate input when valuing options with the Black–Scholes model.

For the recent August 2023 LTIP, the risk-free rate has been based on the implied yield of zero-coupon UK government bonds with a
remaining term equal to the remaining performance period of the awards from the date of grant.

The expected volatility was based on the historic volatility data of the Parent Company’s shares.

21 . P E R S H A R E I N F O R M A T I O N

Earnings/(Loss) Per Share (“EPS” or “LPS”) and Net Asset Value (“NAV”) are key performance measures for the Group. EPS/(LPS) is
based on profit/(loss) for the year divided by the weighted average number of ordinary shares in issue during the year.

Headline Earnings/(Loss) Per Share (“HEPS” or “HLPS”) is similar to EPS/(LPS) except that attributable profit specifically excludes
certain items, as set out in Circular 1/2021 “Headline Earnings” (“Circular 1/2021”) issued by the South African Institute of Chartered
Accountants.

Adjusted Earnings Per Share (“AEPS”) is similar to HEPS except that attributable profit specifically excludes unrealised fair value
losses/(gains) on unlisted equity investments (Sedibelo). This measure is used within Gemfields Group Limited 2023 Long Term
Incentive Plan (“LTIP”) as Sedibelo’s performance is outside of Management’s control.

NAV per share is based on net assets divided by the number of ordinary shares in issue at the reporting date. NAV per share is a non-
IFRS performance measure used by Management to assess the performance of the Group.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 178

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

21 . P E R S H A R E I N F O R M A T I O N ( C O N T I N U E D )

Earnings per share

The Group’s EPS is as follows:

2023 2022

(Loss)/profit for the year attributable to owners of the parent – USD’000 (10,090) 56,779
Weighted average number of shares in issue 1,206,076,930 1,185,105,349
(Loss)/earnings per share – USD cents (0.8) 4.8
Weighted average number of dilutive shares1 2,584,574 9,099,731
Weighted average number of shares in issue after dilutive shares1 1,208,661,504 1,194,205,080
Diluted (loss)/earnings per share – USD cents (0.8) 4.8

1– The dilutive earnings per share for the prior year was adjusted to align with treasury stock method for calculating dilution impact, which is also used in the current
year. The treasury stock method calculates potential new shares from unexercised options, factoring them into diluted earnings per share by assuming the proceeds are
used to repurchase further shares in the market.

At 31 December 2023, the weighted average number of dilutive shares was 2,584,574 (31 December 2022: 9,099,731). The dilutive
shares arise from the March 2017, January 2018, July 2018 and March 2019 schemes, from which 5,578,045, 1,227,737, 3,035,950 and
90,000 shares (31 December 2022: January 2018, July 2018 and March 2019 schemes, from which 11,020,552, 28,949,950 and
372,000 shares) were exercisable at exercise prices of ZAR3.45, ZAR2.97, ZAR2.30 and ZAR1.91. The average share price for 2023
was ZAR3.57 (2022: ZAR3.40).

Headline earnings per share

The Group’s HEPS is as follows:


2023 2022

(Loss)/profit for the year attributable to owners of the parent – USD’000 (10,090) 56,779
Adjusted for:
Gain from disposal of fixed assets (401) –
(10,491) 56,779
Weighted average number of shares in issue 1,206,076,930 1,185,105,349
Headline (loss)/earnings per share – USD cents (0.9) 4.8
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 17 9

21 . P E R S H A R E I N F O R M A T I O N ( C O N T I N U E D )

Adjusted earnings per share

The Group’s AEPS is as follows:


2023 2022

(Loss)/profit for the year attributable to owners of the parent – USD’000 (10,090) 56,779
Adjusted for:
Unrealised fair value losses from Sedibelo 28,000 5,200
Gain from disposal of fixed assets (401) –
17,509 61,979
Weighted average number of shares in issue 1,206,076,930 1,185,105,349
Adjusted earnings per share – USD cents 1.5 5.2

NAV per share

The Group’s USD NAV per share is as follows:


31 DECEMBER 2023 31 DECEMBER 2022

Net assets attributable to equity holders of the Company – USD’000 438,172 490,509
Number of shares in issue 1,166,695,130 1,211,014,532
NAV per share – USD cents 37.6 40.5

Tangible NAV per share

The Group’s USD tangible NAV per share is as follows:


31 DECEMBER 2023 31 DECEMBER 2022

Net assets attributable to equity holders of the Company – USD’000 438,172 490,509
Adjusted for:
Intangible assets attributable to equity holders of the Company (57,117) (47,387)
381,055 443,122
Number of shares in issue 1,166,695,130 1,211,014,532
Tangible NAV per share – USD cents 32.7 36.6
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 0

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

22 . N O N - C O N T R O L L I N G I N T E R E STS

Non-controlling interests in the Group that are material relate to the following subsidiaries:

• Kagem, a company incorporated in Zambia whose principal operation is rough-emerald mining, exploration and processing.
The Government of the Republic of Zambia (through the Industrial Development Corporation) holds a 25% non-controlling
interest;
• MRM, a company incorporated in Mozambique whose principal operation is rough-ruby mining, exploration and processing.
Mwiriti Limitada, a private company incorporated in Mozambique, holds a 25% non-controlling interest;
• Development assets, comprising the Group’s exploration and evaluation activities in Africa, including Megaruma Mining
Limitada (“MML”), Eastern Ruby Mining Limitada (“ERM”), Nairoto Resources Lda (“Nairoto”), and the Group’s
development project in Ethiopia, Web Gemstone Mining Plc. The non-controlling interests of these entities are listed in
Note 25: Subsidiaries; and
• Other, includes all the other subsidiaries with non-controlling interests which are listed in Note 25: Subsidiaries and which are
not material.

2023
2023 2023 DEVELOPMENT 2023 2023
KAGEM MRM ASSETS OTHER TOTAL
USD’000 USD’000 USD’000 USD’000 USD’000

Amount attributable to all shareholders:


Profit/(loss) after tax (3,952) 41,328 (2,942) (9) 34,425
Cash generated from operations 15,437 67,330 (2,715) – 80,052

Non-current assets 154,069 190,437 46,877 14 391,397


Current assets 65,310 122,392 6,416 2 194,120
Total assets 219,379 312,829 53,293 16 585,517

Non-current liabilities (38,438) (39,018) (5,000) – (82,456)


Current liabilities (32,122) (42,906) (1,979) (29) (77,036)
Total liabilities (70,560) (81,924) (6,979) (29) (159,492)

Net assets 148,819 230,905 46,314 (13) 426,025

Amounts attributable to non-controlling


interest:
Profit/(loss) after tax (2,387) 10,332 (681) (3) 7,261
Dividends declared1, 2 (5,000) (7,500) – – (12,500)
Net assets 14,807 75,926 (3,637) (1,775) 85,321

1 – In 2023, Kagem delivered a dividend of which USD5.0 million was due to the Group’s non-controlling interest in Kagem, the Government of Zambia through the
Industrial Development Corporation (“IDC”).
2 – In 2023, MRM declared a dividend, of which USD7.5 million was due to the Group’s non-controlling interest in MRM, Mwiriti. This dividend was settled against
the receivable outstanding with Mwiriti in respect of prior cash advances.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 181

22 . N O N - C O N T R O L L I N G I N T E R E STS ( C O N T I N U E D )

2022
2022 2022 DEVELOPMENT 2022 2022
KAGEM MRM ASSETS OTHER TOTAL
USD’000 USD’000 USD’000 USD’000 USD’000

Amount attributable to all shareholders


Profit/(loss) after tax 33,828 42,135 (2,622) (3,346) 69,995
Cash generated from operations 59,371 78,149 1,353 – 138,873

Non-current assets 144,423 184,242 31,887 14 360,566


Current assets 102,328 122,912 4,474 2 229,716
Total assets 246,751 307,154 36,361 16 590,282

Non-current liabilities (38,448) (45,347) (5,000) – (88,795)


Current liabilities (41,063) (45,534) (1,155) (20) (87,772)
Total liabilities (79,511) (90,881) (6,155) (20) (176,567)

Net assets 167,240 216,273 30,206 (4) 413,715

Amounts attributable to non-controlling


interest
Profit/(loss) after tax 7,898 10,534 (764) (179) 17,489
Dividends declared1, 2 (1,500) (5,125) – – (6,625)
Net assets 22,194 73,094 (2,928) (1,772) 90,588

1 – In 2022, Kagem delivered a dividend of which USD1.5 million was due to the Group’s non-controlling interest in Kagem, the Government of Zambia through the
Industrial Development Corporation (“IDC”).
2 – In 2022 MRM declared a dividend, of which USD5.1 million (2021: USD5.0 million) was due to the Group’s non-controlling interest in MRM, Mwiriti. This
dividend was settled against the receivable outstanding with Mwiriti in respect of prior cash advances.

23. F I N A N C I A L I N ST R U M E N TS

The principal financial instruments used by the Group are as follows:

Financial assets
31 DECEMBER 2023 31 DECEMBER 2022
USD’000 USD’000

Financial assets measured at fair value through profit and loss:


Unlisted equity investments – Sedibelo 4,000 32,000
Loan notes receivable from non-equity investments – 1,389
Investments accounted for using the equity method 2,009 –
Total financial assets at fair value through profit and loss 6,009 33,389
Financial assets measured at amortised cost:
Trade and other receivables¹ 58,854 75,990
Cash and cash equivalents 51,621 118,526
Total financial assets measured at amortised cost 110,475 194,516
Total financial assets 116,484 227,905

1 – Trade and other receivables excludes prepayments and VAT.

The Sedibelo investment is classified as Level 3 in the fair value hierarchy (31 December 2022: Level 3), the inputs for which are not
based on observable market data. Refer to Note 12: Unlisted equity investments for further information.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 2

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Financial liabilities

31 DECEMBER 2023 31 DECEMBER 2022


USD’000 USD’000

Financial liabilities measured at amortised cost:


Trade and other payables 55,964 49,158
Borrowings 40,474 14,007
Lease liabilities 1,170 2,332
Total financial liabilities 97,608 65,497

Fair value of financial assets and liabilities


At 31 December 2023 and 2022, the carrying value of the Group’s financial assets and financial liabilities carried at amortised cost
approximated their fair values. Refer to Note 14: Trade and other receivables for detailed disclosure of the impairment assessment
completed on the Group’s financial assets measured at amortised cost at 31 December 2023.

Capital structure

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern while taking advantage
of strategic opportunities in order to provide sustainable returns for shareholders. For the purpose of the Group’s capital management,
capital comprises equity shares.

The Group defines its capital allocation priorities as managing debt, organic and inorganic investments and capital returns, in no
specific order and assessed on an ongoing basis. As approved by the Board on 23 March 2023, Gemfields’ dividend policy aims to
provide regular returns of capital when the business’ performance and market conditions allow, at the Board’s discretion and following
assessment of Gemfields’ capital allocation priorities. In line with Group’s dividend policy, a final dividend of USD35 million was paid
to shareholders from 2022 results, with a gross dividend of USD cents 2.87994 per ordinary share distributed on 12 May 2023. The
Directors monitor the Group’s gearing ratio on an ongoing basis.

An analysis of the carrying value of Group’s financial liabilities carried at amortised cost compared to their contractual cashflows is
detailed in the liquidity section of this note.

Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions and contractual cash flows of debt
investments (loans) carried at amortised cost. The Group is also exposed to credit risk related to its customers and outstanding
receivables with them. Credit risk arises when a failure by a counterparty to discharge their obligations could reduce the amount of
future cash inflows from the related financial asset on hand at the reporting date.

i) Risk management
Credit risk is managed on a Group basis.

The Group holds materially all of its cash balances with four counterparties: Barclays Bank plc (“Barclays”), ABSA Bank (formerly
Barclays in Mozambique and Zambia), Investec Bank plc (“Investec”) and Banco Comercial e de Investimentos S.A. (“BCI”).
Bankruptcy or insolvency of any of these counterparties could have a significant adverse impact on the Group. The Group’s subsidiaries
may also hold immaterial cash balances with various other banks. The failure of one of these counterparties would be unlikely to have a
significant impact on the Group. The Directors monitor the Group’s range of counterparties to ensure that the Group’s credit/
counterparty risk is at an appropriate level.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 3

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Credit risk (continued)

The Group’s exposure to counterparty risk at 31 December 2023 is set out below:

31 DECEMBER 31 DECEMBER
2023 2022
COUNTERPARTY LOCATION CREDIT RATING (FITCH) USD’000 USD’000

ABSA Mozambique BB minus 11,366 14,285


Barclays United Kingdom A plus 9,361 35,879
ABSA Mauritius BB minus 8,350 14,721
Investec United Kingdom BB minus 6,065 13,260
BCI Mozambique n/r 5,657 3,613
FNB Zambia A plus 3,797 –
BIM Mozambique CCC plus 2,713 6,162
Axis bank India BB plus 881 498
Nedbank South Africa BB minus 899 383
Citibank Zambia n/r 329 420
ABSA Zambia BB minus 99 27,465
HSBC United Kingdom AA minus 68 233
Other counterparties Various n/a 2,036 1,607
Total 51,621 118,526

The Group’s trade receivables are predominantly derived from auction customers who are specifically invited to each auction and the
credit quality of whom is thoroughly assessed prior to invitation, considering financial position, past experience and other factors.
No stock is transferred to the auction customers until full payment for the good has been received. There are no significant concentrations
of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions. At the date of these financial
statements, the Group had collected all auction receivables that was outstanding at 31 December 2023.

The credit quality of the Group’s trade receivables can be assessed by reference to external credit ratings (where available) or to historical
information about default rates. The trade receivables balance outstanding at the balance sheet date by counterparty credit risk is
assessed as shown in the table below:

31 DECEMBER 31 DECEMBER
2023 2022
USD’000 USD’000

Group 1 – direct customers, predominantly retail and web sales from Fabergé 803 2,463
Group 2 – new counterparties, with a less than six-month relationship with the Group 138 52
Group 3 – existing counterparties, no past history of default 43,065 59,763
Group 4 – existing counterparties, past default but all amounts have been recovered 16 876
Total trade receivables 44,022 63,154

ii) Impairment of financial assets


The Group applies the IFRS 9 simplified approach to measuring credit losses for trade receivables, using a lifetime expected credit loss
provision. Based on the assessment completed, USD0.2 million provision was recorded against trade receivables at 31 December 2023
(31 December 2022: USD0.2 million).

The Group’s other receivables primarily relate to third-party and related-party loans. These financial assets have been assessed for credit
loss individually, considering financial position, past experience and other factors. At 31 December 2023, the Group held a provision
of USD2.1 million (31 December 2022: USD2.1 million) against its loans and other receivables. There are no other financial assets
that are impaired and, accordingly, no additional analysis has been provided.

Refer to Note 14: Trade and other receivables for details of the IFRS 9 assessment completed at 31 December 2023.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 4

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It represents the risk that the Group will encounter difficulty in meeting its financial obligations.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve
this aim the Group seeks to maintain cash balances and agreed bank facilities at levels considered appropriate to meet ongoing obligations.

The Group maintains an integrated business performance and cash flow forecasting model, incorporating financial position information,
which is updated monthly.

The Group performance against budget and associated cash flow forecast is evaluated on a monthly basis. The Directors receive rolling
12-month cash flow projections monthly, as well as information regarding cash balances and Group performance against budget. At the
reporting date these projections indicated that the Group expected to have sufficient liquidity to meet its obligations in all reasonably
expected circumstances.

The following table illustrates the contractual maturity analysis of the Group’s financial liabilities, including the liabilities that must be
settled gross, based, where relevant, on interest rates and exchange rates prevailing at the reporting date.

REPAYABLE REPAYABLE REPAYABLE CARRYING


REPAYABLE WITHIN WITHIN SIX WITHIN REPAYABLE TOTAL VALUE AT
WITHIN ONE TO SIX TO TWELVE ONE TO FIVE AFTER CONTRACTUAL 31 DECEMBER
ONE MONTH MONTHS MONTHS YEARS FIVE YEARS CASH FLOWS 2023
31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Trade and other


payables 19,776 21,194 6,960 8,034 – 55,964 55,964
Leases 24 291 155 604 252 1,326 1,170
Borrowings and interest – 40,474 – – – 40,474 40,474
Total 19,800 61,959 7,115 8,638 252 97,764 97,608

REPAYABLE REPAYABLE REPAYABLE CARRYING


REPAYABLE WITHIN WITHIN SIX WITHIN REPAYABLE TOTAL VALUE AT
WITHIN ONE TO SIX TO TWELVE ONE TO FIVE AFTER CONTRACTUAL 31 DECEMBER
ONE MONTH MONTHS MONTHS YEARS FIVE YEARS CASH FLOWS 2022
31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Trade and other


payables 19,422 12,961 11,775 5,000 – 49,158 49,158
Leases 20 711 739 1,036 491 2,997 2,332
Borrowings and interest – 4,007 11,012 – – 15,019 14,007
Total 19,442 17,679 23,526 6,036 491 67,174 65,497
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 5

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Market risk

The significant market risks affecting the Group are currency risk, interest rate risk, price risk and commodity risk. These risks relate to
the Group’s underlying mining operations and its investment in Sedibelo, which is held at fair value.

Currency risk
The Group’s operations are exposed to currency risk on foreign currency sales, purchases and expenses. As the majority of revenues are
denominated in USD and the USD plays a dominant role in the Group’s business, funds borrowed and held in USD provide a natural
hedge against currency fluctuations. Operating costs and costs of locally sourced equipment are influenced by fluctuations in local
currencies, primarily the Zambian kwacha (“ZMW”) and Mozambican metical (“MZN”).

A key tenet of the Group’s treasury policy is that materially all of the Group’s cash is held in USD, other than amounts allocated for a
specific foreign currency investment or for specific material expenses which are usually held in the relevant currency. The Group’s cash
balance is therefore not subject to material foreign exchange risk in most circumstances.

Cash balances are translated into a currency other than the USD only when an outflow of cash is imminent or if required for legal or
similar reasons. The Group may occasionally hold balances in currencies other than the USD for a material investment which is
considered likely but is not yet certain. This gives rise to potential foreign exchange risk if the investment does not occur and the balance
is translated back into USD at a different exchange rate. Alternatively, for specific material cash outflows, the Group may choose to
enter into an appropriate hedging strategy, such as a forward contract or option, to minimise the Group’s foreign exchange exposure.
The Group did not enter into any hedging strategies during the current or prior year.

The Group also undertakes transactions and holds assets and liabilities in currencies other than the USD. The Group may enter into
equity or loan investments in currencies other than the USD, including GBP and ZAR. These balances are translated at the end of each
reporting period and the related foreign exchange gain or loss is included in the Consolidated Statement of Comprehensive Income.
The Directors consider the denomination of each investment as part of the initial decision as to whether to invest in an asset.

Sensitivity analysis has been performed based on the sensitivity of the Group’s net financial assets to movements in foreign exchange
rates, assuming a movement of 10% against the USD.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 6

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Market risk (continued)

USD GBP ZMW MZN OTHER TOTAL


AT 31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Equity investments 4,000 – – – – 4,000


Investments accounted for using the equity method 2,009 – – – – 2,009
Cash and cash equivalents 36,899 2,920 173 8,153 3,476 51,621
Trade and other receivables 54,102 320 236 1,271 2,925 58,854
Borrowings (40,474) – – – – (40,474)
Trade and other payables (30,754) (6,796) (1,279) (15,810) (1,325) (55,964)
Lease liabilities (510) (151) (203) – (306) (1,170)
Net financial assets/(liabilities) 25,272 (3,707) (1,073) (6,386) 4,770 18,876
Sensitivity analysis
Impact on the Income Statement, assuming a 10%
movement against the USD n/a (371) (107) (639) 477 (640)

USD GBP ZMW MZN OTHER TOTAL


AT 31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Equity investments 32,000 – – – – 32,000


Cash and cash equivalents 95,997 3,266 414 11,270 7,579 118,526
Trade and other receivables 70,534 824 107 737 3,788 75,990
Loan notes from non-equity investments 1,389 – – – – 1,389
Borrowings (14,007) – – – – (14,007)
Trade and other payables (24,162) (8,586) (1,126) (12,857) (2,427) (49,158)
Lease liabilities (716) (799) (265) (5) (547) (2,332)
Net financial assets/(liabilities) 161,035 (5,295) (870) (855) 8,393 162,408
Sensitivity analysis
Impact on the Income Statement, assuming a 10%
movement against the USD n/a (530) (87) (86) 839 136

Interest rate risk


Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group is exposed to interest rate risk on its cash balances. The Group’s policy is to invest cash at floating rates of
interest and to maintain cash reserves in short-term investments which are for a maximum of one year but are usually for shorter time
periods. This maintains the Group’s liquidity levels whilst also securing a return for shareholders on uninvested cash. During 2023 and
2022 all uninvested cash was accessible either on demand, or shortly afterwards. In addition, the Group may make interest-bearing loans
to its investments.

An analysis of the expected maturity of the Group’s financial assets and liabilities exposed to variable interest rates at the balance sheet
date is shown below. Expected maturities are usually based on contractual maturities. The sensitivity analysis completed has considered
a 1.0% increase or decrease (2022: 1.0% increase or decrease) in interest rates to be reasonably possible based on the current interest rate
environment. The Directors consider the impact of changes in interest rates on the Group to be immaterial.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 7

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Market risk (continued)

REPAYABLE WITHIN REPAYABLE WITHIN REPAYABLE WITHIN


ONE MONTH ONE TO SIX MONTHS SIX TO 12 MONTHS TOTAL
31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000

Cash and cash equivalents 51,621 – – 51,621


Borrowings – (40,474) (40,474)
Net financial assets/(liabilities)
subject to interest rate risk 51,621 (40,474) – 11,147
Sensitivity analysis
Impact on profit or loss, assuming a 1.0% movement in
interest rate 516 (405) – 111

REPAYABLE WITHIN REPAYABLE WITHIN REPAYABLE WITHIN


ONE MONTH ONE TO SIX MONTHS SIX TO 12 MONTHS TOTAL
31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000

Cash and cash equivalents 118,526 – – 118,526


Borrowings – (4,007) (10,000) (14,007)
Net financial assets/(liabilities)
subject to interest rate risk 118,526 (4,007) (10,000) 104,519
Sensitivity analysis
Impact on profit or loss, assuming a 1.0% movement in
interest rate 1,185 (40) (100) 1,045

Price risk
Price risk is the risk that the price for equity investments fluctuates with a corresponding impact on the Consolidated Income Statement.
The Directors believe that disclosure of a 25% decrease or increase in the fair values of the Group’s investments is reasonably possible
and presents relevant information to shareholders. The Executive Directors usually participate in management of each investment and
monitor the associated risks on an ongoing basis, reporting to the Board as necessary. A 25% change in the fair value of investments
would have the following impact on the Consolidated Income Statement:

31 DECEMBER 2023 31 DECEMBER 2022

IMPACT OF IMPACT OF
CARRYING A 25% CHANGE CARRYING A 25% CHANGE
VALUE IN FAIR VALUE VALUE IN FAIR VALUE
USD’000 USD’000 USD’000 USD’000

Unlisted equity investment – Sedibelo 4,000 1,000 32,000 8,000


Total 4,000 1,000 32,000 8,000

Commodity risk
The Group holds coloured gemstones on its balance sheet in the form of inventory. A decrease in the price of coloured gemstones,
specifically rubies and emeralds, may have a material impact on the Company’s profitability. For the Group’s other major investment,
Sedibelo, commodity prices can have a significant impact on the fair value valuation of the investment and can impact upon the viability
of the assets that the Group has invested in or may invest in. The commodities of most relevance to the Group currently are coloured
gemstones and PGMs.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 8

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

23. F I N A N C I A L I N ST R U M E N TS ( C O N T I N U E D )

Sensitivity analyses representative of the position throughout the year

The sensitivity analyses presented above are based on the financial instruments held at year-end. The sensitivity analyses presented for
31 December 2023 are considered likely to be representative of the financial instruments held and of risks to the balance sheet in the
immediate future. Furthermore, if the Group divested an investment, its exposure to market risks would change. As there is uncertainty
as to how the Group’s risk profile will change in the future, no further representative sensitivity analyses have been disclosed, as the
Directors do not believe that this would be useful. Users of the Consolidated Financial Statements should refer to the Risk and
Uncertainties section of this Annual Report for further information on the risks that the enlarged Group is exposed to.

24 . C O M M I T M E N TS A N D C O N T I N G E N C I E S

At 31 December 2023, the Group had the following capital commitments:

• USD1.1 million (31 December 2022: USD7.0 million) mainly for the purchase of mining equipment and the construction
of new staff buildings at the mine site at MRM.
• USD4.7 million (31 December 2022: USD1.2 million) at Kagem for the purchase of mining equipment, enhancement of
operational assets and the construction of new staff buildings at the mine site.
• USD0.8 million (31 December 2022: Nil) for the purchase of mining equipment and camp improvements at ERM.
• USD0.3 million (31 December 2022: Nil) for the purchase of mining equipment at CDJ.
• USD0.1 million (31 December 2022: Nil) for the camp improvements at MML.

In August 2023, MRM, in which the Group holds a 75% interest, entered into a contract with Consulmet (Africa) Limited
(“Consulmet”) to construct an additional processing plant at MRM’s ruby mine in Mozambique. The contract is a ‘lump-sum turnkey
contract’ based on industry standard International Federation of Consulting Engineers (“FIDIC”) terms, with MRM’s payment
obligations agreed in South African Rands and equating to approximately USD70 million (at recent foreign exchange rates and
excluding VAT and government levies). The first instalment of 20% was paid on 14 August 2023, and, subject to specified milestones.
80% of the total cost is expected to be incurred in 2024 and 2025, financed by loan facilities.

MRM and Kagem have also provided USD2.5 million and USD1.1 million, respectively, in bank guarantees to support operational
requirements related to compliance, management, and closure plans.

The Group does not have any significant contingencies.


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 18 9

25. S U B S I D I A R I E S

The Group’s subsidiaries are set out below. All interests are held directly or indirectly by the Group and are consolidated within these
Consolidated Financial Statements.

GROUP % INTEREST GROUP % INTEREST


NAME COUNTRY OF INCORPORATION AT 31 DECEMBER 2023 AT 31 DECEMBER 2022

Campos de Joia, Limitada Mozambique 100% 100%


Clearwater Resources (Private) Limited Zimbabwe 100% 100%
Eastern Ruby Mining Limitada Mozambique 80% 80%
Fabergé (UK) Limited United Kingdom 100% 100%
Fabergé Hospitality Limited British Virgin Islands 100% 100%
Fabergé Inc. United States of America 100% 100%
Fabergé Limited Cayman Islands 100% 100%
Fabergé Suisse SA Switzerland 100% 100%
F1842 Fine Jewellery Trading LLC United Arab Emirates 100% 100%
Florescer Farming S.A. Mozambique 97.9% 97.9%
Forest HoldCo Limited United Kingdom 100% 100%
G-Chime Solutions Limited 1
United Kingdom 100% –
Gemdustry Limited United Kingdom 100% 100%
Gemfields BVI Limited British Virgin Islands 100% 100%
Gemfields Canada Inc. Canada 100% 100%
Gemfields CdJ Mauritius Mauritius 100% 100%
Gemfields DMCC United Arab Emirates 100% 100%
Gemfields Holdings Zambia Limited Zambia 100% 100%
Gemfields India Pvt Limited India 100% 100%
Gemfields Mauritius Limited Mauritius 100% 100%
Gemfields Mining Limited Zambia 100% 100%
Gemfields Limited United Kingdom 100% 100%
Gemfields Madagascar Holding Limited 2
Mauritius 100% –
Gemfields Resources (Guernsey) GP Ltd Guernsey 100% 100%
Gemfields Services Limited United Kingdom 100% 100%
Gemfields Singapore Pte Limited Singapore 100% 100%
Gemfields South Africa (Pty) Limited South Africa 100% 100%
Gemholds Ethiopia Limited United Kingdom 100% 100%
Gemhouse Mining Zambia Limited Zambia 100% 100%
Graphon Investments (Pvt) Limited Sri Lanka 75% 75%
Graphon Mining Resources (Pvt) Limited Sri Lanka 75% 75%
G-Trac Knowledgebase Systems Limited United Kingdom 100% 100%
Hagura Mining Limited United Kingdom 100% 100%
Island HoldCo Limited United Kingdom 100% 100%
Kagem Mining Limited Zambia 75% 75%
Kagem Lapidaries Limited Zambia 100% 100%
Megaruma Mining Limitada Mozambique 75% 75%
Montepuez Ruby Mining Limitada Mozambique 75% 75%
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 0

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

GROUP % INTEREST GROUP % INTEREST


NAME COUNTRY OF INCORPORATION AT 31 DECEMBER 2023 AT 31 DECEMBER 2022

Nairoto Mining 01, Limitada Mozambique 75% 75%


Nairoto Mining 02, Limitada Mozambique 75% 75%
Nairoto Mining 03, Limitada Mozambique 75% 75%
Nairoto Mining 04, Limitada Mozambique 75% 75%
Nairoto Mining 05, Limitada Mozambique 75% 75%
Nairoto Mining 06, Limitada Mozambique 75% 75%
Nairoto Mining 07, Limitada Mozambique 75% 75%
Nairoto Mining 08, Limitada Mozambique 75% 75%
Nairoto Mining 09, Limitada Mozambique 75% 75%
Nairoto Mining 11, Limitada Mozambique 75% 75%
Nairoto Mining 16, Limitada Mozambique 75% 75%
Nairoto Mining 18, Limitada Mozambique 75% 75%
Nairoto Resources Holdings Mauritius 100% 100%
Nairoto Resources Limitada Mozambique 75% 75%
Novo Campos de Joia 1, Limitada Mozambique 100% 100%
Novo Campos de Joia 2, Limitada Mozambique 100% 100%
Novo Campos de Joia 3, Limitada Mozambique 100% 100%
Novo Megaruma Mining Ltda Mozambique 100% 100%
Oriental Mining SARL Madagascar 100% 100%
Peninsula HoldCo Limited United Kingdom 100% 100%
Ratnapura Lanka Gemstones (Pvt) Limited Sri Lanka 75% 75%
Shakgem Gemstone Mining Plc Ethiopia 90% 90%
Singha Heavy Equipment (Pvt) Limited Sri Lanka 75% 75%
Singha Industrial Investments (Pvt) Limited Sri Lanka 75% 75%
The Gemfields Resources Fund L.P. Cayman Islands 100% 100%
Web Gemstone Mining plc Ethiopia 75% 75%

1 – The company was incorporated on 14 June 2023.


2 – The company was incorporated on 13 September 2023.

26 . R E L AT E D PA R T Y T R A N S AC T I O N S

The Group’s subsidiaries, as set out in Note 25: Subsidiaries, are determined to be related parties of the Group.

The Group also holds both a related party receivable of USD11.1 million and a related party payable of USD5.0 million with Mwiriti
Ltda, the Group’s partner in MRM and Nairoto. These transactions are detailed in Note 14: Trade and other receivables and Note 15:
Trade and other payables.

During the year a number of the Group’s Directors made purchases of jewellery and watches from Fabergé amounting to USD8,159
(2022: USD9,493). All purchases were made in accordance with the Group’s employee purchase policy. As at 31 December 2023, there
is no outstanding receivable balance resulting from these purchases.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 191

26 . R E L AT E D PA R T Y T R A N S AC T I O N S ( C O N T I N U E D )

In 2018 the Group established Gemfields Foundation (the “Foundation”), a UK-registered charitable company whose purpose is to
address poverty in developing countries and support conservation projects. The Foundation is determined to be independent of the
Group and does not meet the definition of a subsidiary outlined in the Group’s accounting policies. Therefore, its results are not
consolidated into these Consolidated Financial Statements.

The Foundation is part-funded by Gemfields Limited and accepts donations from external bodies or individuals, with the funds
received used to invest in community and conservation projects in Africa. 2021 saw the official launch of the charity. During 2023 the
Group made donations of USD10,000 (2022: USD25,000). At 31 December 2023, no amount was due to the Foundation from
Gemfields Limited (31 December 2022: Nil).

The Directors are the Key Management Personnel of the Group. The amounts paid to the Executive Directors for services during 2023
are set out below:

TOTAL
INCLUDING
EMPLOYER’S EMPLOYER’S
BASE NATIONAL NATIONAL
1 JANUARY 2023 TO COMPENSATION BENEFITS BONUS PENSION TOTAL INSURANCE INSURANCE
31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Sean Gilbertson1, 2 610 11 397 30 1,048 136 1,184


David Lovett2 399 8 259 20 686 87 773
Total 1,009 19 656 50 1,734 223 1,957

1 – On 27 June 2023, Sean Gilbertson exercised 5,578,042 share options at an exercise price of ZAR3.45 per ordinary share of USD0.00001 each in the company (“Ordinary
Share”). Mr Gilbertson exercised these share options on a ‘retain’ basis, meaning that Mr Gilbertson paid the exercise cost of ZAR19,244,245 to the Company and retained
all 5,578,042 Ordinary Shares. Following the above transaction, Mr Gilbertson owns 17,548,327 Ordinary Shares, representing 1.5 per cent of the Company’s issued shares.
2 – During the year a share-based expense of USD29k was recognised in relation to the August 2023 LTIP scheme granted to Sean Gilbertson and David Lovett. These
performance shares vest over a three-year period and the total expense is recognised over the vesting period.
TOTAL
INCLUDING
EMPLOYER’S EMPLOYER’S
BASE NATIONAL NATIONAL
1 JANUARY 2022 TO COMPENSATION BENEFITS BONUS PENSION TOTAL INSURANCE INSURANCE
31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000

Sean Gilbertson2 592 7 592 29 1,220 154 1,374


David Lovett1, 2 380 5 380 18 783 192 975
Total 972 12 972 47 2,003 346 2,349

1 – On 5 October 2022, David Lovett exercised 1,184,200 share options at an exercise price of ZAR2.97 per ordinary share of USD0.00001 each in the company
(“Ordinary Share”) and 7,000,000 share options at an exercise price of ZAR2.30 per Ordinary Share. Mr Lovett exercised these share options (8,184,200 in total) on a
‘sell to retain’ basis, meaning that Mr Lovett sold a sufficient number of Ordinary Shares to satisfy his tax liability and costs of the associated transactions such that he
retained 1,400,000 Ordinary Shares pursuant to the exercise of his options. Following the above transaction, Mr Lovett owns 1,442,000 Ordinary Shares, representing
0.12 per cent of the Company.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 2

Notes to the Consolidated Financial Statements for the year ended 31 December 2023 | continued

26 . R E L AT E D PA R T Y T R A N S AC T I O N S ( C O N T I N U E D )

The amounts paid to the Non-Executive Directors for services during 2023 and 2022 are set out below:

LEAD
GROUP BOARD INDEPENDENT
DIRECTOR FEES COMMITTEES DIRECTOR TOTAL
1 JANUARY 2023 TO 31 DECEMBER 2023 USD’000 USD’000 USD’000 USD’000

Martin Tolcher 130 – – 130


Lumkile Mondi 50 15 10 75
Kwape Mmela 50 15 – 65
Carel Malan 50 15 – 65
Mary Reilly 50 15 – 65
Patrick Sacco 50 11 – 61
Total 380 71 10 461

LEAD
GROUP BOARD INDEPENDENT DISCRETIONARY
DIRECTOR FEES COMMITTEES DIRECTOR PAYMENT TOTAL
1 JANUARY 2022 TO 31 DECEMBER 2022 USD’000 USD’000 USD’000 USD’000 USD’000

Martin Tolcher 130 – – 18 148


Lumkile Mondi 50 15 10 11 86
Kwape Mmela 50 15 – 10 75
Carel Malan 50 15 – 9 74
Mary Reilly 50 15 – 2 67
Patrick Sacco 50 – – – 50
Total 380 60 10 50 500

The interests in the Parent Company equity shares held by the Directors are set out below:

2023 2022

NUMBER OF SHARES INTEREST NUMBER OF SHARES INTEREST

Patrick Sacco1 340,367,121 29.17% 326,569,660 28.09%


Sean Gilbertson2, 3, 4 48,263,928 4.14% 11,970,285 0.99%
Kwape Mmela 8,325,334 0.71% 8,325,334 0.69%
David Lovett 1,442,000 0.12% 1,442,000 0.12%
Total 398,398,383 34.14% 348,307,279 29.89%

1 – Patrick Sacco is the managing director of, and holds a beneficial interest in, Assore International Holdings Limited which in turn holds 340,367,121 ordinary shares
in the Company.
2 – Sean Gilbertson directly owns 17,548,327 Ordinary Shares, representing 1.5 per cent of the Company’s issued shares. He has an indirect interest in Ordinary Shares,
by virtue of being a beneficiary of the Brian Patrick Gilbertson Discretionary Settlement, a family trust which: (i) holds directly 27,659,667 Ordinary Shares and (ii)
owns Autumn Holdings Asset Inc., which, in turn, holds a further 1,887,230 Ordinary Shares. These shares were not included in the tabulated figure for 2022 but have
been included for 2023.
3 – GigaJoule Ltd, a company wholly owned by Sean Gilbertson, may become entitled to 103,147 Ordinary Shares if a loan granted to a third party by GigaJoule Ltd is
not repaid.
4 – Sean Gilbertson has an interest in 5,578,042 Ordinary Shares, that were held by Gemfields Group Limited as at 31 December 2023. These shares were Share Options
exercised by Sean on 27 June 2023. Gemfields Group Limited held these shares through the process of transferring them from the South African share register to the
Guernsey register. As of the date of this report, the shares are now entirely held by Sean Gilbertson.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 3

26 . R E L AT E D PA R T Y T R A N S AC T I O N S ( C O N T I N U E D )

The Company had 1,166,695,130 shares in issue at 31 December 2023 (31 December 2022: 1,211,014,532). The number of shares in
issue at the date of issuance of this Annual Report is unchanged from 31 December 2023 and the shareholding structure had not
changed to the best of management’s knowledge.

27. E V E N T S O C C U R R I N G A F T E R T H E E N D O F T H E P E R I O D

Approval of Consolidated Financial Statements

The Consolidated Financial Statements were approved by the Directors and authorised for issue on 21 March 2024.

Announcement of dividend payment

As a reflection of its confidence in the ongoing strength of Gemfields, the Board has approved a new annual dividend of USD10 million,
continuing its commitment towards annual capital returns.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 4

SECTION 5.7

Independent Auditor’s Report


to the members of Gemfields Group Limited

OPINION

We have audited the financial statements of Gemfields Group Limited (the “Company”) and its subsidiaries (the “Group”) for the year
ended 31 December 2023 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of
Changes in Equity and the related notes 1 to 27, including material accounting policy information. The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting Standards as issued by the International
Accounting Standards Board, UK Adopted International Accounting Standards, and the financial reporting pronouncements issued by
the Financial Reporting Standards Council of South Africa.

In our opinion, the financial statements:

• give a true and fair view of the state of the Group’s affairs as at 31 December 2023 and of its loss for the year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board, UK Adopted International Accounting Standards, and the financial reporting pronouncements
issued by the Financial Reporting Standards Council of South Africa; and
• have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law, 2008.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements, including the UK FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

C O N C L U S I O N S R E L AT I N G TO G O I N G C O N C E R N

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s ability to continue to adopt the
going concern basis of accounting included:

• We obtained management’s going concern assessment, including the cash flow forecasts and covenant calculations covering
the going concern period and management’s severe but plausible downside scenarios and assessed whether the scenarios are
sufficient and suitable to allow management to form their view on going concern. As part of this procedure, we have obtained
an understanding of management’s process and controls.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 5

• We challenged the appropriateness of key assumptions in management’s going concern forecasts by agreeing them to
supporting evidence, including macroeconomic information, recent performance and pricing guidance. We also assessed the
existence of any contradictory evidence.
• We assessed the accuracy of management’s forecasts by assessing historical performance against budget, post year-end
performance and any other evidence obtained through the audit.
• We assessed the impact of renewals of overdraft facilities on MRM and Kagem as well as any new facilities or loans entered
into and understood the impacts of any conditions attached, including assessing the impact on any financial covenants.
• We challenged management on the appropriateness of including uncommitted financing related to the construction of the
second washing plant in the going concern base case scenario. We discussed directly with bank representatives the nature of
any pending procedures before the financing is approved and examined email correspondence with the bank.
• We assessed and challenged management’s consideration of downside scenarios and a reverse stress test, considering whether
further sensitivities were required.
• We obtained an update from our local EY team on the risk of insurgency in Mozambique through discussions with local
management and reading the local news.
• We assessed the reasonableness of mitigating actions through evaluating whether these are within management’s control and
assessed this through our understanding of the business and the presence of any contrary evidence.
• We considered events beyond the period of assessment and whether such events should be considered by management in their
going concern assessment, including their impact on conclusions reached.
• We have reviewed the draft disclosures in the Annual Report and Accounts in relation to going concern with a view to assessing
whether they appropriately disclose the risks, the impact on the Group’s operations and results and the availability of mitigating
actions to be taken.

Going concern has also been determined to be a key audit matter.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s and Company’s ability to continue as a going concern for the period to 30
September 2025.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability
to continue as a going concern.

OVERVIEW OF OUR AUDIT APPROACH

AUDIT SCOPE • We performed an audit of the complete financial information of two components and audit procedures
on specific balances for a further six components.
• The components where we performed full or specific audit procedures accounted for 130% of profit
before tax, 98% of revenue and 96% of total assets.
KEY AUDIT • Risk of improper revenue recognition due to cut-off
M AT T E R S • Risks related to the going concern assumption
• Risk of impairment of mining assets
M AT E R I A L I T Y • Overall Group materiality of USD4.5 million which represents 5% of profit before tax using the
average of 3-year adjusted profit before tax.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 6

Independent Auditor’s Report to the members of Gemfields Group Limited | continued

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Tailoring the scope

Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit
scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial
statements. We take into account size, risk profile, the organisation of the Group, changes in the business environment, the
potential impact of climate change and other factors such as recent internal audit results when assessing the level of work to be
performed at each company.

In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative
coverage of significant accounts in the financial statements, of the 59 reporting components of the Group, we selected eight
components covering entities within Mozambique, Zambia and the UK, which represent the principal business units within
the Group.

Of the eight components selected, we performed an audit of the complete financial information of two components (“full scope
components”) which were selected based on their size or risk characteristics. For the remaining six components (“specific scope
components”), we performed audit procedures on specific accounts within that component that we considered had the potential
for the greatest impact on the significant accounts in the financial statements either because of the size of these accounts or their
risk profile.

The reporting components where we performed audit procedures accounted for 130% of the Group’s profit before tax (2022: 97%),
98% of the Group’s revenue (2022: 96%) and 96% of the Group’s total assets (2022: 92%). For the current year, the full scope
components contributed 497% of the Group’s profit before tax (2022: 126%), 92% of the Group’s revenue (2022: 92%) and 76% the
Group’s total assets (2022: 72%). The specific scope components contributed –367% of the Group’s profit before tax (2022: –29%),
6% of the Group’s revenue (2022: 4%) and 20% of the Group’s total assets (2022: 20%). The audit scope of these components may not
have included testing of all significant accounts of the component but will have contributed to the coverage of significant accounts
tested for the Group. We also instructed six locations to perform specified procedures over cash and bank balances.

Of the remaining 45 components that together represent –30% of the Group’s profit before tax, none are individually greater than
1% of the Group’s profit before tax. For these components, we performed other procedures, including analytical review, testing of
consolidation journals and intercompany eliminations to respond to any potential risks of material misstatement to the Group
financial statements.

The table below illustrates the coverage obtained from the work performed by our audit teams.

REPORTING COMPONENTS WHERE SPECIFIC OTHER


WE PERFORMED AUDIT PROCEDURES FULL SCOPE SCOPE PROCEDURES

Revenue 98% 92% 6% 2%


(2022: 96%) (2022: 92%) (2022: 4%) (2022: 4%)
Profit before tax 130% 497%* –367%* –30%
(2022: 97%) (2022: 126%) (2022: –29%) (2022: 3%)
Total assets 96% 76% 20% 4%
(2022: 92%) (2022: 72%) (2022: 20%) (2022: 8%)

* Note: some entities presented financial losses in 2023 which distorted the coverage assessment over the Group’s profit before tax. Therefore, when calculating their
overall contribution, this results in a coverage exceeding 100% of the Group’s profit (2022: 126%). We tested two full scope components that represent 100% of total
profit before tax. Also, we tested six specific scope components that represent 93% of total losses before tax.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 7

INVOLVEMENT WITH COMPONENT TEAMS

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the
components by us, as the primary audit engagement team, or by component auditors from other EY global network firms operating
under our instruction. For the two full scope components, audit procedures were performed directly by the component audit team.
Of the six specific scope components, audit procedures were performed on two of them directly by the primary team. For the four
specific scope components, where the work was performed by component auditors, we determined the appropriate level of involvement
to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole.

The Group audit team follows a programme of planned visits that has been designed to ensure that the Auditor visits the key operating
locations. The lead audit partner visited Mozambique this year and Zambia in the prior year, each time accompanied by another
member of the group audit team. During the current year’s audit cycle, this visit to Mozambique involved discussion and oversight of
the component team audit approach, consideration of significant accounting and auditing issues arising from their work, and meetings
with management. The primary team interacted regularly with the component teams during various stages of the audit. The primary
team also reviewed relevant working papers across all full and specific scope components and were responsible for the scope and
direction of the audit process. This, together with the additional procedures performed at Group level, gave us appropriate evidence for
our opinion on the Group financial statements.

C L I M AT E C H A N G E

Stakeholders are increasingly interested in how climate change will impact Gemfields Group Limited. The Group has explained its
assessment of climate change in section 3.4 of the Annual Report. All of these disclosures form part of the “Other information”, rather
than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether
they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on “Other information”.

In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any consequential
material impact on its financial statements.

The Group has explained in Note 1, Basis of Preparation, how it has reflected the impact of climate change in the financial statements.
Considering the timing of operations, we understand that all the potential impacts that climate change could have on the operations are
not yet known or cannot be estimated with certainty. Therefore, certain sensitivities have been included in relevant areas such as
impairment, where disclosures on prices and discount rate could reflect potential indirect impacts of climate change.

Our audit effort in considering the impact of climate change on the financial statements was focused on the adequacy of the Group’s
disclosures in the financial statements and its conclusion that no significant issues have been identified that would materially impact the
carrying amounts of non-current assets and liabilities. As part of this evaluation, we performed our own risk assessment to determine
the risks of material misstatement in the financial statements from climate change which needed to be considered in our audit.

We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and associated disclosures.
Where considerations of climate change were relevant to our assessment of going concern, these are described above.

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter.

K E Y A U D I T M AT T E R S

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 8

Independent Auditor’s Report to the members of Gemfields Group Limited | continued

KEY OBSERVATIONS
COMMUNICATED TO THE
RISK OUR RESPONSE TO THE RISK AUDIT COMMITTEE

Risk of improper revenue Our procedures in respect of revenue recognition included: Based on our procedures
recognition due to cut-off • We updated our understanding of the revenue transactions, by performed, we concluded
Refer to Accounting policies performing a walkthrough of the process. that revenue is appropriately
(page 140); and Note 3 of the • We obtained and reviewed management’s paper on revenue recorded at 31 December
Consolidated Financial recognition to ensure the revenue recognition policy is 2023.
Statements (page 148) consistent with the prior year. We concluded that We concluded that
management’s approach was consistent with the prior year disclosures included in the
Total revenue as of
and remains appropriate. financial statements are
31 December 2023 is
• We read the terms and conditions (‘T&Cs’) for both emerald appropriate.
USD262.0 million
and ruby auctions, ensuring that both are consistent and
(2022: USD341.1 million).
assessed key considerations on transfer of control, as key
One of the key areas of IFRS 15 milestone to record revenue. We reviewed the T&Cs provided
relates to the assessment of by management and concluded they are consistent with the
when performance obligations prior year and no changes have been made.
are met. We note that most of • On a sample basis, we tested auction invoices and agreed key
the revenue recognised at inputs.
31 December 2023 relates to • As part of our revenue recognition testing, we used data
revenue of rough gemstones analytics techniques. This comprises analysing the correlation
from auctions. of journal entries posted to revenue with journals posted to
Gemfields’ accounting policy cash receipts and tracing cash receipts to bank statements on a
determines that revenue is sample basis. Based on the outcome of the procedures, we did
recognised when the auction is not find any unusual revenue transactions or revenue which
awarded, on the basis that should not have been recognised.
management believes that at • We searched for unusual revenue journals to corroborate
this point control is transferred whether revenue was recorded in accordance with the entity’s
from the Group to the accounting policy and IFRS. We did not find any unusual
customer. The assessment is journal entries posted by the management.
based on the analysis of • We performed cut-off procedures through vouching
paragraphs 33 and 38 of transactions before and post year-end and assessed the
IFRS 15. recoverability of outstanding auction receivables and searched
The risk is that revenue, for evidence that would suggest that revenue should not have
including auctions and sales of been recognised. We reviewed the disclosures included in
jewellery, may be recognised both the annual report and financial statements.
before the control has passed to We performed full and specific scope audit procedures over this risk
the customer. area in four locations, which covered 100% of the risk amount.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 19 9

KEY OBSERVATIONS
COMMUNICATED TO THE
RISK OUR RESPONSE TO THE RISK AUDIT COMMITTEE

Risk of impairment of mining Our procedures in respect of the risk of impairment of mining assets Based on the procedures
assets included: performed, we concluded
At 31 December 2023, the • We considered management’s assessment of impairment that the impairment models
Group Property, Plant & triggers. We note that there is a recurrent indicator which is support the carrying value
Equipment balance is the market capitalisation deficit (Group’s net assets of of the mining assets at
USD356.6 million USD523 million, compared to market capitalisation of 31 December 2023.
(2022: USD336.8 million). USD200 million). In addition, there has been an increase in the We also concluded that
cost base at Kagem, production levels below budget for Kagem disclosures, including
Refer to Accounting policies
and MRM, and the risk of ongoing insurgency in Mozambique. sensitivities, made in the
(page 142); and Note 10 of the
• We obtained an understanding of the methodology behind the financial statements are
Consolidated Financial
models and we verified their mathematical accuracy and appropriate.
Statements (page 159)
completeness.
The impairment assessment of • We challenged the appropriateness of the extent to which the
mining assets is a forecast-based cashflows have been risked and considered the sensitivity of the
estimate. The risk is that impairment assessment to further risking. We note that inferred
potential impairments are not resources are not included in management’s models.
identified on a timely basis. • We evaluated corroborative and contrary evidence to assess
Auditing the impairment of the whether the level of risk of the cashflows is within a range of
mining assets is subjective due reasonably possible outcomes.
to the significant amount of • We agreed the related production profiles to the estimated
judgement involved in reserves and resources report and corresponding current mine
determining whether the plans for each mine and considered their consistency with our
assumptions used are understanding of future plans at the mines obtained through
reasonable. These include discussions with management.
changes in interest rates and • We assessed key inputs of the models, including revenue,
their impact in discount rates, forecast prices, operating and capital costs, assessing consistency
forecast pricing for products with current revenue, reserves and resources and forecast mine
sold, changes in asset production. We considered the possible effect of climate change
performance and future on cost estimates.
production. In performing our • We assessed the competence, independence and objectivity of
audit, we were mindful of the management’s specialists involved in the estimation of key
risk of management override in inputs such as discount rates and reserves and resources.
assessing whether or not • We assessed the methodology used by management to estimate
impairment indicators exist. the recoverable value of mining assets to ensure that this is
We have continued to assess consistent with accounting standards.
both the impairment of MRM • Assisted by our EY Valuation specialists, we assessed and
and Kagem together. challenged management’s assessment of discount rates used in
the impairment models.
• We evaluated the appropriateness of disclosures (including
sensitivities) made in the annual report and accounts.

We performed full scope audit procedures over this risk area in


two locations, which covered 100% of the risk amount.
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 200

Independent Auditor’s Report to the members of Gemfields Group Limited | continued

O U R A P P L I C AT I O N O F M AT E R I A L I T Y

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be USD4.5 million, which represents 5% of profit before tax using the average of 3-year
adjusted profit before tax, excluding gains and losses related to Sedibelo. We believe that profit before tax is the most appropriate basis
for materiality because it is an important performance metric which is aligned with industry earning measures. However, due to the
significant decrease in profit before tax, we consider it to be more appropriate to use a 3-year average which better reflects the overall
performance of the business. We also note the impact of fair value losses of the Sedibelo investment which have been excluded as these
relate to non-core operations and would not be considered to impact the view of the users of the financial statements.

The materiality has fallen by 29% compared to prior year (2022: USD5.7 million).

During the course of our audit, we reassessed initial materiality, which did not result in a significant change at year-end.

Performance materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that
performance materiality was 50% of our planning materiality, namely USD2.2 million. We have set performance materiality at this
percentage based on our expectations of identifying material misstatements.

Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based on the
relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component.
In the current year, the range of performance materiality allocated to components was USD337 thousand to USD1.2 million.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of USD225 thousand,
which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other
relevant qualitative considerations in forming our opinion.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 2 01

OT H E R I N F O R M AT I O N

The other information comprises the information included in the annual report set out on pages 1 to 123 and 206 to 210, other than
the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which The Companies (Guernsey) Law, 2008 requires us
to report to you if, in our opinion:

• proper accounting records have not been kept by the Company; or


• the financial statements are not in agreement with the Company’s accounting records and returns; or
• we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the directors’ responsibilities statement set out on page 106, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

A U D I TO R ’S R E S P O N S I B I L I T I E S F O R T H E A U D I T O F T H E F I N A N C I A L STAT E M E N TS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities,
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 202

Independent Auditor’s Report to the members of Gemfields Group Limited | continued

including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and management.

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that
the most significant are those that relate to the reporting framework (IFRS, The Companies (Guernsey) Law, 2008, The King
IV Report for Corporate Governance for South Africa 2016), the relevant tax regulations in the jurisdictions where the
Group operates, Health & Safety and human rights regulations and the Bribery Act;
• We understood how Gemfields Group Limited is complying with those frameworks through enquiries of management,
including the finance and legal teams, and by identifying the Group’s policies and procedures regarding compliance with laws
and regulations. We also identified those members of management who have the primary responsibility for ensuring
compliance with laws and regulations, and for reporting any known instance of non-compliance to those charged with
governance. We corroborated our enquiries through our review of board minutes and papers provided to the board and the
Audit Committee, as well as considerations of our audit procedures across the Group to either corroborate or provide contrary
evidence which was then followed up;
• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur
by meeting with management from various parts of the business to understand where it is considered there was a susceptibility
of fraud. We also considered performance targets and their propensity to influence on efforts made by management to manage
earnings. We considered the programmes and controls that the Group has established to address risks identified, or that
otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the
risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures
included test of manual journals.
• With the assistance of our forensic specialists and considering our understanding of the Group, we designed our audit
procedures to identify non-compliance with such laws and regulations. Our procedures involved enquiries of Group
management and those charged with governance, legal counsel and internal audit; review of material capitalised expenses,
journal entry testing using forensic analytic tools, with a focus on manual journals and those indicating large or unusual
journals based on our understanding of the business; and challenging the assumptions and judgements made by management
in respect of significant accounting estimates. Where observations are raised about management’s process or controls
surrounding compliance with laws and regulations by us or others, we consider the potential effect of those observations.
• If any instances of non-compliance with laws and regulations were identified, these were communicated to the relevant local
EY teams, and, supported by forensic specialists, both the primary and component teams performed the relevant audit
procedures including discussions with legal specialists, internal audit, reviewing supporting evidence and assessing any
contradictory evidence to evaluate whether any instance of non-compliance could have an impact on the Group financial
statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

USE OF OUR REPORT

This report is made solely to the Company’s members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.

Stephney Dallmann
for and on behalf of Ernst & Young LLP
London
24 March 2024
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 203

I M A G E    Education projects, Mozambique


II M
MAAG E XXX
G E    Education projects, Mozambique
SECTION 6

Administration
6.1 Shareholder Information 206

6.2 Company Details 208


A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 206

S E C T I O N 6 .1

Shareholder Information
as at 31 December 2023

NUMBER OF NUMBER OF
SIZE OF SHAREHOLDING SHAREHOLDERS % SHARES %

1–1,000 shares 2,746 59.48 354,291 0.03


1,001–10,000 shares 960 20.79 4,225,790 0.36
10,001–100,000 shares 662 14.34 22,879,517 1.96
100,001–1,000,000 shares 177 3.83 57,816,666 4.96
1,000,001–10,000,000 shares 55 1.19 163,145,341 13.98
10,000,001 shares and over 17 0.37 918,273,525 78.71
4,617 100 1,166,695,130 100
CAT E G O R Y OF S H A R E H O L D E R

Banks/Brokers 185 4.01 743,561,163 63.73


Close Corporations 20 0.43 1,722,304 0.15
Endowment Funds 3 0.06 495,360 0.04
Individuals 4,156 90.02 77,093,558 6.61
Investment Companies 3 0.06 387,358 0.03
Mutual Funds 13 0.28 77,804,659 6.67
Nominees and Trusts 23 0.50 920,505 0.08
Other Corporations 27 0.58 1,747,813 0.15
Private Companies 68 1.47 180,992,853 15.51
Public Companies 10 0.22 37,334,825 3.20
Retirement Funds 11 0.24 37,288,778 3.20
Trusts 98 2.12 7,345,954 0.63
4,617 100 1,166,695,130 100
PUBLIC/NON-PUBLIC SHAREHOLDERS

Public Shareholders 4,604 99.72 768,144,259 65.84


Non-public Shareholders 13 0.28 398,550,871 34.16
Holdings of Directors1, 2 10 0.22 398,398,383 34.15
Prescribed Officers 3
3 0.06 152,488 0.01
4,617 100 1,166,695,130 100

1 – Assore International Holdings Limited is categorised as a Holdings of Directors. Previously it was classified as a Strategic Holder.
2 – The “Holdings of Directors” also include the extended family members of the directors as prescribed by the amended JSE Listings Requirements.
3 – Prescribed Officers or Key Management are include in the Non-Public Shareholders in respect to the amended JSE Listings Requirements.
A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 207

NUMBER OF
SHAREHOLDER HOLDING 5% OR MORE SHARES %

Assore International Holdings Ltd 340,367,121 29.17


Rational Expectations (Pty) Ltd.1 156,434,855 13.41
Ophorst Van Marwijk Kooy Vermogensbeheer NV 114,204,591 9.79
Oasis Group Holdings (Pty) Ltd.2 90,459,868 7.75
FIL Limited 69,807,715 5.98
Van Lanschot N.V. 61,125,250 5.24
832,399,400 71.35

1 – The Rational Expectations shareholding includes interests held by Rational Expectations and its related entities.
2 – The Oasis Group shareholding includes interests held by Oasis Asset Management and Oasis Crescent Capital.

INVESTOR CALENDAR

D AT E S EVENT

29 January 2024 Release of Operational


Update up to
31 December 2023
25 March 2024 Release of Gemfields’
Annual Report for the year
ended 31 December 2023
25 March 2024 USD10 million Annual
Dividend declared
25 March 2024 Results of Gemfields’ March
commercial-quality emerald
auction
25 March 2024 Investor and analyst conference
call – 9am UK time/11am
South African time
25 March 2024 USD10 million Annual
Dividend declared
7 June 2024 Record date for participation in
the Annual Dividend
24 June 2024 Payment date for Annual
Dividend
25 June 2024 Gemfields Group Limited
Annual General Meeting
By 31 July 2024 Release of Operational Update
up to 30 June 2024
September 2024 Release of Gemfields’ Interim
Results for the six months
ended 30 June 2024

IMAGE
Bina Goenka x Gemfields Zambian Emerald Flower Ring
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 208

SECTION 6.2

Company Details

Gemfields Group Limited


Incorporated in Guernsey. Guernsey registration number: 47656
South African external company registration number: 2009/012636/10
Share codes: JSE: GML/AIM: GEM
ISIN: GG00BG0KTL52

Executive Directors Non-Executive Directors


Sean Gilbertson Martin Tolcher (Chairman)
David Lovett Patrick Sacco1
Lumkile Mondi
Kwape Mmela
Carel Malan
Mary Reilly
Kieran Daly1
1 – Mr Daly acts as Permanent Alternate to Mr Sacco.

Registered Office Company Secretary London Office


Gemfields Group Limited Mr Toby Hewitt 1 Cathedral Piazza
PO Box 186 1 Cathedral Piazza London
Royal Chambers London SW1E 5BP
St Julian’s Avenue SW1E 5BP United Kingdom
St Peter Port United Kingdom
Guernsey
GY1 4HP
Channel Islands

Legal Advisor (Guernsey) Legal Advisor (South Africa) Administration Services (Guernsey)
Mourant White & Case LLP Mourant Governance Services
Royal Chambers Katherine Towers (Guernsey) Limited
St Julian’s Avenue 1st Floor PO Box 186
St Peter Port 1 Park Lane, Wierda Valley Royal Chambers
Guernsey Sandton, 2196 St. Julian’s Avenue
GY1 4HP Johannesburg St Peter Port
Channel Islands South Africa Guernsey
GY1 4HP
Channel Islands
A N N U A L R E P O R T 20 23 GEMFIELDS GROUP LIMITED / 209

JSE Sponsor AIM Nominated Advisor and Broker Financial Public Relations
Investec Bank Limited Liberum Capital Limited Camarco
100 Grayston Drive 25 Ropemaker Street 40 Strand
Sandton, 2196 London London
South Africa EC2Y 9LY WC2N 5RW
United Kingdom United Kingdom

Registrar South African Transfer Secretary Auditor


Computershare Investor Services Computershare Investor Ernst & Young LLP
(Guernsey) Limited Services (Pty) Limited 1 More London Place
13 Castle Street Rosebank Towers London
St Helier 15 Biermann Avenue SE1 2AF
Jersey Rosebank, 2196 United Kingdom
JE1 1ES South Africa
Channel Islands

IMAGE Conservation projects, Zambia


A N N U A L R E P O R T 20 23 G E M F I E L D S G R O U P L I M I T E D / 210

NOTES
IMAGE Education projects, Mozambique
www.gemfieldsgroup.com

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