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RNS Number : 6158C Gem Resources PLC 09 October 2025
THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
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")
Adoption of Cryptocurrency and Digital Asset Treasury Policy
Gem Resources Plc (LSE: GEMR), the emerald mining and development company with
operations in South Africa and Australia, is pleased to announce that its
board of directors (the "Board") has formally approved and adopted
a Cryptocurrency and Digital Asset Treasury Policy (the "Policy"), supported
by an updated Financial Position and Prospects Procedures Board Memorandum
("FPPP") and a new Company Standard Operating Procedure ("SOP").
The Policy establishes a clear framework for the acquisition, holding, and
management of cryptocurrencies within GEMR's treasury and commercial
operations. It reflects the Company's commitment to disciplined governance,
regulatory compliance, and transparent reporting, while positioning GEMR to
benefit from the growing adoption of digital assets in global commerce. For
the avoidance of doubt, the Policy does not change the Company's strategic
focus on emerald mining and development and does not involve any admission of
cryptoassets to trading venues or public offers of cryptoassets by the
Company.
Key Features of the Policy
· Strategic rationale - Cryptocurrencies, led by Bitcoin, will be used
both as a store of value and inflation hedge, and as a practical commercial
utility. GEMR will now be able to accept payment for emerald sales in Bitcoin
and other Board-approved cryptocurrencies, facilitating trade and offtake with
a broader range of international partners. Any acceptance of cryptoassets as
consideration will be converted into fiat or retained in accordance with
Board‑approved risk limits and capital preservation thresholds, and will
comply with applicable Anti-Money Laundering and Counter-Terrorism Financing
("AML"; "CTF") and sanctions requirements.
· Risk management - The Company acknowledges that cryptocurrency
investments are subject to significant volatility and regulatory uncertainty.
The Policy includes comprehensive risk management procedures, including
position limits, regular mark-to-market valuations, and stress testing
scenarios.
· Allocation approach - Initial approved assets include Bitcoin,
Ethereum and Solana. Unless otherwise resolved by the Board, at least 50% of
GEMR's cryptocurrency holdings will be maintained in Bitcoin, with the balance
allocated at the Board's discretion to other approved cryptocurrencies in line
with market conditions and in accordance with the Policy. The Company will
always retain sufficient working capital in fiat currencies (principally GBP
and USD) to cover operational, payroll, and listing obligations, ensuring that
cryptocurrency holdings are in addition to, rather than a substitute for,
essential liquidity.
· Hong Kong hub for crypto operations - Gem Resources Limited ("GEMR
HK"), a wholly-owned Kong Kong incorporated subsidiary of the Company, will
serve as the designated operational hub for the Group's cryptocurrency
activities, including maintaining a Hong Kong bank account, managing
operational cryptocurrency wallets, receiving emerald sales proceeds in
Bitcoin or other approved cryptocurrencies, executing cryptocurrency
transactions, and ensuring compliance with applicable Hong Kong financial
services regulations in relation to cryptocurrencies and the Policy.
· Custody & security - the Company will implement a
"cold-storage-first" custody utilising multi-signature authorisation,
whitelisted wallets (pre-approved wallet addresses) and regulated custodial
partners. Operational wallets will be used for day-to-day receipts and working
balances, with periodic movements of excess holdings to long-term cold storage
(offline storage systems). Safeguarding arrangements will align to UK
regulatory expectations for cryptoasset custody, including segregation,
reconciliation and resilient access controls.
· Governance & approvals - All cryptocurrency transfers and
transactions require dual authorisation from designated personnel, with
quarterly Board review and audit committee oversight of all cryptocurrency
activities. Monthly reconciliation and consolidated reporting will be provided
to the Board and a designated senior manager of the Company, appropriately
qualified in digital asset management, will be responsible for Policy
oversight and internal control effectiveness. Material deviations from the
Policy require prior Board approval.
· Compliance & reporting - The Policy aligns with UK MAR, Financial
Conduct Authority ("FCA") requirements, and international AML, CTF and Know
Your Customer ("KYC") requirements. Cryptocurrency holdings will be classified
and accounted for as intangible assets under International Accounting Standard
38 "Intangible Assets" at cost less any accumulated impairment losses. .
Detailed disclosures regarding cryptocurrency holdings, accounting policies,
risk exposures, and fair value information will be provided in the Company's
financial statements in due course, in accordance with International Financial
Reporting Standards ("IFRS") 7 "Financial Instruments: Disclosures" and IFRS
13 "Fair Value Measurement".
· Implementation - the Company has implemented comprehensive
operational procedures to support the Policy:
o a Crypto Treasury SOP has been adopted covering wallet management,
commercial receipts, execution, reconciliation, controls, and incident
response;
o the FPPP has been updated to integrate GEMR HK operations,
dual-authorisation requirements and cryptocurrency reporting protocols; and
o the Company has updated its risk management framework - the SOP includes
incident escalation procedures, cyber response and business continuity plans
to address operational risks.
Additional information
· No change of business - The adoption of the Policy is a treasury and
operational measure and does not change the nature of the Group's principal
activities. The Board has assessed that the Policy does not constitute a
fundamental change of business or a reverse takeover under UK Listing Rule
("UKLR") 22.3, as cryptocurrency activities remain ancillary to core
operations and below relevant size thresholds. If the Company were to
contemplate any transaction involving cryptoassets that, when aggregated with
other transactions, may amount to a reverse takeover, the Company would make
the requisite announcements and, where required, seek shareholder approval in
accordance with the UKLRs.
Louis Ching, Executive Chairman of Gem Resources Plc, commented:
"My vision is to lead GEMR into new frontiers of value creation, and this
Cryptocurrency Treasury Policy is a central pillar of that strategy. Through
this framework, we gain optionality in how we deploy capital, broaden our
settlement universe, and strengthen resilience in volatile macro environments.
Importantly, sufficient working capital will always remain in fiat to meet
operational, payroll, and listing obligations, ensuring that our day-to-day
activities are fully supported. The ability to receive emerald sales proceeds
in Bitcoin or other approved digital assets not only aligns GEMR with evolving
market preferences, but also enhances our global reach and capital efficiency.
By combining robust governance and conservative capital management with this
forward-looking approach, GEMR is ensuring that digital assets contribute
responsibly to both operational efficiency and long-term shareholder value."
Enquiries:
Gem Resources Plc
Executive Chairman +44 (0)746 368 6497
Louis Ching
Chief Executive Officer
Bernard Olivier
info@gemresources.co.uk (mailto:info@gemresources.co.uk)
Peterhouse Capital Limited +44 (0)20 7469 0930
Joint Corporate Broker
Lucy Williams
Duncan Vasey
Capital Plus Partners
Joint Corporate Broker
Jon +44 (0)203 821 6169
Critchley
About Gem Resources Plc ("GEMR")
GEMR is an emerging emerald producer, focusing on the Gravelotte Emerald Mine.
Historically, GEMR is one of the world's largest emerald mines, located in
South Africa. The Company is committed to sustainable and efficient mining
practices, utilizing modern technology to revive this historically significant
emerald mine. The Company has also acquired the Curlew Emerald Mine in
Australia, further expanding its emerald mining operations and assets.
For more information about Gem Resources Plc, including investor relations and
corporate news, please visit our website at www.gemresources.co.uk
(http://www.gemresources.co.uk) . Interested parties are also invited to
sign-up for our newsletter via our website.
Important Legal Information
The information contained in this Announcement is for background purposes only
and does not purport to be full or complete, nor does this Announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this Announcement or its accuracy, fairness or
completeness. The contents of this Announcement are not to be construed as
legal, financial or tax advice.
This Announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for, any securities, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied on in connection with, any
contract therefor.
This Announcement does not constitute investment advice regarding
cryptocurrencies or digital assets. Cryptocurrency investments are highly
volatile and speculative, and may result in total loss of capital. The
Company's cryptocurrency policy is subject to regulatory developments in the
UK and internationally, which may materially affect the implementation or
continuation of cryptocurrency activities. Prospective investors should seek
independent professional advice before making any investment decisions.
This Announcement may include forward-looking statements, which are based on
current expectations and projections about future events, including about the
Group's operations, strategy, financial performance and the future prospects
of its operations. These statements may include, without limitation, any
statements preceded by, followed by or including words such as "target",
"believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan",
"project", "will", "can have", "likely", "should", "would", "could" and any
other words and terms of similar meaning or the negative thereof.
Forward-looking statements are based on current expectations and are subject
to various risks and uncertainties that could cause actual outcomes to differ
materially. These risks include, but are not limited to: cryptocurrency market
volatility and liquidity risks; regulatory changes affecting digital asset
operations; cybersecurity threats and operational risks associated with
cryptocurrency custody and transactions; technological developments that may
affect cryptocurrency values or utility; counterparty risks with
cryptocurrency exchanges and custodial partners; accounting treatment changes
for digital assets; and broader economic conditions. No representation or
warranty is made or will be made that any forward-looking statement will come
to pass, and no assurance can be given that any forward-looking statement will
prove accurate. Except as required by law, the Company undertakes no
obligation to revise or update any forward-looking statement. The
forward-looking statements in this Announcement speak only as at the date of
this Announcement.
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