Conversion of Loan Notes & Issue of Equity

Gem Resources

29/07/2026 07:00

RNS Number : 2582O
  
Gem Resources PLC
  
29 July 2026
  
 


THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
 

Gem Resources Plc
(the "Company" and together with its subsidiaries from time to time, the "Group" or "GEMR")
 
Conversion of Convertible Loan Notes and Issue of Equity, PDMR Shareholding
 
Summary
Gem Resources Plc (LSE: GEMR) announces the issue of 585,648,699 new ordinary shares of £0.0001 each ("Ordinary Shares") to settle £1,786,083.82 of liabilities through: (i) the conversion of Mr Louis Ching's £1.5 million Convertible Loan Notes into 500,000,000 Ordinary Shares at 0.30 pence per share (the "Conversion Shares"); (ii) the issue of 64,836,034 Ordinary Shares at 0.30 pence per share in settlement of historic unpaid Director and management fees (the "Historic Fee Shares"); and (iii) the issue of 20,812,665 Ordinary Shares at 0.44 pence per share in settlement of further unpaid Director fees owed to Mr Ching and Mr Edward Nealon (the "Additional Fee Shares" and, together with the Historic Fee Shares, the "Fee Shares").
The issue is expected to strengthen the Company's balance sheet by eliminating those liabilities without an equivalent cash outflow and preserving cash for the Group's projects and working capital. The Company considers that the settlement of accrued Directors' fees through the issue of Fee Shares is consistent with the Company's remuneration policy. The terms of the Conversion Shares and Historic Fee Shares were agreed and announced on 4 September 2025 and subsequently approved by shareholders at the General Meeting held on 20 November 2025. The agreed issue price of 0.30 pence per Ordinary Share represented a 50 per cent. premium to the prevailing market price at the time.
 
Summary of Issuances
 
The new Ordinary Shares comprise the following three components:
 




Conversion component


Liability settled


Issue price per share


Number of new Ordinary Shares




Conversion of Convertible Loan Notes


£1,500,000.00


0.30 pence


500,000,000




Historic Director and management fees


£194,508.10


0.30 pence


64,836,034




Additional Director fees (Mr Ching and Mr Nealon)


£91,575.72


0.44 pence


20,812,665




Total


£1,786,083.82






585,648,699




Individual allocations and resulting interests
The individual allocations of the Director Historic Fee Shares and resulting Director interests are set out below. The Ordinary Shares attributable to Mr Ching will be issued to North Galaxy, a company controlled by him and acting as his nominee. The resulting holdings and percentage interests assume no other changes before Admission.
 




Registered holder


Beneficial owner / capacity


Historic Fee Shares at 0.30p


CLN Conversion Shares at 0.30p


Additional Fee Shares at 0.44p


Total new shares


Resulting holding


Resulting interest






North Galaxy Development Company Limited (Mr Ching's nominee)
 


Controlled by Louis Ching, Executive Chairman


-


500,000,000


18,767,210


518,767,210


827,425,299


68.78%




Edward Nealon


Director


10,861,100


-


2,045,455


12,906,555


28,253,989


2.35%




Bernard Olivier


Chief Executive Officer


17,305,520


-


-


17,305,520


22,269,623


1.85%




Peter Redmond


Director


8,355,567


-


-


8,355,567


17,804,924


1.48%




John Treacy


Director


4,372,887


-


-


4,372,887


4,372,887


0.36%




Jeremy Sturgess-Smith


Management


5,577,370


-


-


5,577,370


6,760,762


0.56%




Louis Swart


PDMR


8,000,000


-


-


8,000,000


8,000,000


0.67%




Wessel Marais


PDMR


10,363,590


-


-


10,363,590


10,363,590


0.86%




Total






64,836,034


500,000,000


20,812,665


585,648,699












 
Admission
Application has been made to London Stock Exchange plc ("London Stock Exchange") for the admission of 585,648,699 new Ordinary Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange ("Admission").
Admission is expected to occur on or around 5 August 2026. The new Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares. In respect of Fee Shares allotted or to be allotted to existing Directors or PDMRs who are employed by the Company, the Company expects to rely, to the extent applicable, on the exemption in PRM 1.4.12 of the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook set out in the FCA handbook of rules and guidance for transferable securities allotted to existing or former directors or employees by their employer.
Total Voting Rights
 
Following Admission, the Company's issued ordinary share capital will comprise 1,202,964,875 Ordinary Shares, each carrying one vote. The Company does not hold any Ordinary Shares in treasury. The total number of voting rights in the Company following Admission will therefore be 1,202,964,875.
 
With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
 
Additional information
 
The notifications below are made in accordance with Article 19(5) of UK MAR.
 
For the purposes of UK MAR, the person who arranged for the release of this announcement was Bernard Olivier, Chief Executive Officer.
 
Enquiries
 
Gem Resources Plc
Executive Chairman: Louis Ching
Chief Executive Officer - Bernard Olivier
Tel: +44 (0)746 368 6497
Email: info@gemresources.co.uk
 
AlbR Capital Limited - Joint Corporate Broker
Lucy Williams / Duncan Vasey
Tel: +44 (0)20 7469 0930
 
Capital Plus Partners - Joint Corporate Broker
Jon Critchley
Tel: +44 (0)20 3821 6169
 
About Gem Resources Plc ("GEMR")
 
GEMR is a natural resources company focused on identifying, acquiring and advancing value accretive mining and resource development opportunities. The Company's strategy is to apply disciplined technical and financial analysis to a pipeline of projects across precious stones, precious metals and other commodities, with the objective of creating long term shareholder value through exploration, development, optimisation and, where appropriate, asset realisation.
 
GEMR currently holds interests in a number of mining and resource projects in Africa and internationally, and continues to review additional opportunities that fit its capital allocation and risk return criteria. The Board remains focused on prudent balance sheet management, transparent governance and active portfolio management, including the potential divestment, joint venture or development of existing assets where this is in the best interests of shareholders.
 
For more information about Gem Resources Plc, including investor relations and corporate news, please visit the Company's website at www.gemresources.co.uk. Interested parties are also invited to sign up for the Company's newsletter via the website.
 




 
 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


North Galaxy Development Company Limited




2.


Reason for the Notification




a)


Position/status


Person closely associated with Louis Ching, Executive Chairman and PDMR, being a company controlled by him and acting as his nominee




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares to North Galaxy Development Company Limited upon conversion of Convertible Loan Notes held beneficially by Louis Ching and in settlement of fees due to him




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30 pence per Ordinary Share



0.44 pence per Ordinary Share


500,000,000 Ordinary Shares



18,767,210 Ordinary Shares




 


 









d)


Aggregated information:
 Aggregated volume
· Price


518,767,210 Ordinary Shares

0.30 and 0.44 pence per Ordinary Share




e)


Dates of the transactions


28 July2026
 
 




f)


Place of the transactions


London




 
 
 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Edward Nealon
 




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
0.44  pence per Ordinary Share
 


10,861,100 Ordinary Shares
 
2,045,455
Ordinary Shares




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 12,906,555 Ordinary Shares

0.30 and 0.44 pence per Ordinary Share









e)


Dates of the transactions


28 July 2026
 
 




f)


Place of the transactions


London




 
 
 
 
 
 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Bernard Olivier
 




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
 


17,305,520 Ordinary Shares
 
 




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 17,305,520 Ordinary Shares

0.30 pence per Ordinary Share









e)


Dates of the transactions


 28 July 2026
 
 




f)


Place of the transactions


London




 
 
 
 
 
 
 
 
 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Peter Redmond
 




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
 


8,355,567
Ordinary Shares
 
 




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 8,355,567 Ordinary Shares

0.30 pence per Ordinary Share









e)


Dates of the transactions


28 July 2026
 
 




f)


Place of the transactions


London




 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


John Treacy
 




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
 


4,372,887
Ordinary Shares
 
 




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 4,372,887 Ordinary Shares

0.30 pence per Ordinary Share









e)


Dates of the transactions


28 July 2026
 
 




f)


Place of the transactions


London




 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Jeremy Sturgess-Smith
 




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
 


5,577,370
Ordinary Shares
 
 




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 5,577,370 Ordinary Shares

0.30 pence per Ordinary Share









e)


Dates of the transactions


28 July 2026
 
 




f)


Place of the transactions


London




 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Louis Swart
 




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
 


8,000,000
Ordinary Shares
 
 




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 8,000,000 Ordinary Shares

0.30 pence per Ordinary Share









e)


Dates of the transactions


 28 July 2026
 
 




f)


Place of the transactions


London




 
 




1.


Details of the person discharging managerial responsibilities / person closely associated




a)


Name


Wessel Marais




2.


Reason for the Notification




a)


Position/status


PDMR
 
 




b)


Initial notification / Amendment


Initial notification
 
 




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Gem Resources Plc
 
 




b)


LEI


213800U6Z250COBY7781
 
 




4.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the Financial instrument, type of instrument


Ordinary Shares of £0.0001




 


Identification Code


GB00BL979W39
 
 




b)


Nature of the transaction


Issue of ordinary shares
 




c)


Price(s) and volume(s)






Price(s)


Volume(s)




0.30  pence per Ordinary Share
 
 


10,363,590
Ordinary Shares
 
 




 


 









d)


Aggregated information:
 Aggregated volume
· Price


 
 10,363,590 Ordinary Shares

0.30 pence per Ordinary Share









e)


Dates of the transactions


28 July 2026
 
 




f)


Place of the transactions


London




 




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