Executive Summary

Gem Diamonds Limited was founded in July 2005 by Clifford Elphick, a highly experienced diamond mining executive, who was previously Managing Director of E Oppenheimer & Son. Gem Diamonds has assembled an experienced team, with combined experience of over 150 years in the mining industry. Since its formation, the Group has acquired interests in a number of diamond assets in central and southern Africa and entered into several joint venture arrangements. As a result, the Group now holds concessions through the following: - an effective 70 per cent. interest in Letseng Diamonds (Pty) Ltd (\Letseng Diamonds\) The Group acquired economic control of Letseng Diamonds in July 2006. Pursuant to the terms of the acquisition, the Company purchased 76 per cent. of the issued share capital of Letseng Diamonds in September 2006 with a contractual obligation to decrease the holding to 70 per cent. by transferring 6 per cent. of the issued share capital to the Government of the Kingdom of Lesotho; - a 100 per cent. interest in Gem Diamond Mining Company of Africa RDC sprl, (\Gem RDC\) a DRC-based subsidiary, established in March 2006. It currently holds six reconnaissance permits and a 90 per cent. interest in a small mining permit in the DRC all located in the area known as the \diamond triangle\ south of Tshikapa; - a 72 per cent. interest in Gem Diamond Longatshimo Mining Company sprl (\GDL\), another DRC-based subsidiary formed in September 2006. The remaining shares are held by two Congolese individuals. GDL holds eight small mining permits at the Longatshimo project located south of Tshikapa in the \diamond triangle\ in close proximity to the Gem RDC concessions; - a 49.99 per cent. interest in Kabongo Development Company sprl (\KDC\). The Company acquired 49.99 per cent. of KDC with effect from April 2006. KDC holds one small mining permit, nine reconnaissance permits and 14 mining permits divided across the project areas in the DRC some of which are in the \diamond triangle\ but that which the Company considers to be the most prospective is further up the Kasai River at Mbelenge; and - a 75 per cent. interest in Gem Diamond Centrafrique sa (\Gem Diamond Centrafrique\). The Company established Gem Diamond Centrafrique in July 2006 with a 25 per cent. interest being granted to the Government of the CAR. Gem Diamond Centrafrique holds a mining licence and exploration permit on the Mambere River.…

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