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Fri 14 May 2004, 17:46 SPECIAL ANNOUNCEMENT TO SHAREHOLDERS
AFRICAN GEM RESOURCES LIMITED - SPECIAL ANNOUNCEMENT TO SHAREHOLDERS            
  African Gem Resources Limited                                                   
  (Incorporated in the Republic of South Africa)                                  
  (Registration number 1998/007292/06)                                            
  JSE Share code: AFG                                                             
  ISIN: ZAE000025540                                                              
  CUSIP code (Level 1 ADR programme): 008283103                                   
  ("AFGEM" or "the company")                                                      
  SPECIAL ANNOUNCEMENT TO SHAREHOLDERS                                            
  Shareholders are advised that on 29 April 2004, an agreement was signed by AFGEM
  finalizing the sale of the tanzanite business and assets of the company to      
  TanzaniteOne SA.                                                                
  Accordingly a comprehensive circular detailing the transaction and the options  
  for shareholders was posted on Thursday, 6 May 2004, which includes:            
  1.   A notice of an AFGEM shareholders meeting to be held on 21May 2004: and    
  2.   A form of proxy and form of election to be completed by 20 May 2004.       
  If for any reason shareholders have not received the circular and have not been 
  informed of the shareholders meeting they are to please contact their relevant  
  CSDP brokers and/ or Transfer Secretary, failing which shareholders should      
  contact the company directly.                                                   
  For further information, kindly contact:                                        
  Transfer Secretary:                                                             
  ComputerShare Limited                                                           
  +27 11 370 5000 (call centre)                                                   
  African Gem Resources Limited ("AFGEM"):                                        
  Mark Summers                                                                    
  Chief Financial Officer                                                         
  AFGEM                                                                           
  Tel: +27 11 214 1000                                                            
  E-mail: mark@africangem.com                                                     
  Leanne Goott                                                                    
  Investor Relations Officer                                                      
  AFGEM                                                                           
  Tel: +27 11 214 1000                                                            
  E-mail: leanne@africangem.com                                                   
  Johannesburg                                                                    
  14 May 2004                                                                     
  Date: 14/05/2004 05:39:02 PM Produced by the JSE SENS Department
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