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Thu 26 May 2005, 17:04 Abridged revised listing statement
Afgem - Announcement regarding:                                                 
            - abridged revised listing statement;                               
            - the proposed acquisition of diamond-mining businesses;            
- the specific issue of shares for cash and grant of option to an   
              existing shareholder;                                             
            - the introduction of black economic empowerment shareholders;      
            - the increase in authorised share capital; and                     
- change of name.                                                   
African Gem Resources Limited                                                   
(Incorporated in the Republic of South Africa)                                  
(Registration number 1998/007292/06)                                            
JSE code: AFG    ISIN: ZAE 000025540                                            
(`Afgem` or `the Company`)                                                      
to be renamed Afgem Limited                                                     
Announcement regarding:                                                         
- abridged revised listing statement;                                           
- the proposed acquisition of diamond-mining businesses;                        
- the specific issue of shares for cash and grant of option to an existing      
  shareholder;                                                                  
- the introduction of black economic empowerment shareholders;                  
- the increase in authorised share capital; and                                 
- change of name.                                                               
1. INTRODUCTION                                                                 
1.1 African Gem Resources (Proprietary) Limited was incorporated in South       
Africa as a private company on 17 April 1998. On 14 September 1998 it was       
converted into a public company. Its name was changed to African Gem Resources  
Limited and its registration number was changed from 1998/007292/07 to          
1998/007292/06. In December 1998, Afgem was successful in bidding for the       
assets and mining rights of the Merelani Tanzanite Mine, representing           
approximately two-thirds of the world`s known resource of tanzanite. In August  
2000, the entire issued share capital of Afgem was listed on the JSE            
Securities Exchange South Africa (`the JSE`). At an Afgem shareholders`         
meeting held on Friday, 21 May 2004, shareholders approved the disposal by      
Afgem of its tanzanite business, resulting in Afgem becoming a cash shell.      
Management has been actively pursuing alternative investment opportunities for  
the Company in the diamond-mining industry. The acquisition, described below,   
provides the Company with a suitable opportunity to enter the diamond-mining    
sector and to apply its expertise and experience gained during the period the   
Company owned and managed its tanzanite business.                               
1.2   It was announced on SENS on Friday, 6 August 2004 that Afgem had,         
subject to the fulfilment of certain conditions precedent, entered into an      
agreement with Rex Corporation, Rex Mining, Multi Diamond Mine, Cyrus Diamond   
Mine and Carbon Leader (`the Sellers`) in respect of the acquisition (`the      
acquisition`) by Afgem of the entire issued share capital of and claims on      
loan accounts against Bellsbank Consolidated Diamond Mine (Proprietary)         
Limited (`Bellsbank Diamond Mine`), Loxton Exploration (Proprietary) Limited    
(`Loxton Diamond Mine`) and Rex Diamond Corporation (Proprietary) Limited       
(`Rex Diamond Mine`) (collectively referred to as `the Mining Companies`), as   
well as entering into the management agreement and the loan agreement, as       
described below.                                                                
1.3 Furthermore, the Company announced on Thursday, 31 March 2005 on SENS       
and on Friday, 1 April 2005 in the press that it was in negotiations with       
certain black economic empowerment parties to acquire a significant stake in    
the Company. This announcement sets out the details of the acquisition, an      
empowerment agreement entered into by Afgem, an `equity line of credit`         
provided by an existing shareholder to Afgem and the proposed change of the     
Company`s name from African Gem Resources Limited to Afgem Limited (`the        
transactions`).                                                                 
2. ABRIDGED REVISED LISTING STATEMENT AND GENERAL MEETING                       
This announcement is a summary of the full revised listing particulars and has  
been prepared and issued pursuant to the listing of Afgem Limited on the JSE.   
It contains the salient features of the revised listing particulars, forming    
part of the circular to ordinary shareholders, dated 26 May 2005 (`the          
circular`), which should be read in its entirety for a full appreciation        
thereof. Copies of the circular may be obtained during normal business hours    
from the offices of the Company, 3rd floor, 10 Melrose Boulevard, Melrose       
Arch, Melrose North, Johannesburg, 2196. This abridged revised listing          
statement is not an invitation to the public to subscribe for securities, but   
is issued in compliance with the Listings Requirements of the JSE, for the      
purpose of providing information to the public with regard to the Company.      
The circular will be mailed to shareholders today, containing a notice          
convening a general meeting of shareholders to be held at the offices of the    
Company, at 10:00 on Friday, 17 June 2005, at which meeting the special and     
ordinary resolutions required to implement the acquisition, the equity line of  
credit, the BEE transaction and the change of name will be proposed for         
consideration and, if deemed fit, approved with or without modification.        
3.THE ACQUISITION                                                               
3.1 Details and terms                                                           
The Company has entered into a sale of shares agreement, subject to the         
conditions precedent set out below in paragraph 3.2, with the Sellers to        
acquire the entire issued share capital of and claims on loan accounts against  
the Mining Companies for a consideration of approximately R60 million. The      
purchase consideration shall be discharged as follows:                          
- R2,5 million thereof in cash which shall be set-off against R2,5 million of   
  the amount that is owed to the Company by Rex Mining in terms of the loan     
  agreement detailed in paragraph 3.4 below;                                    
- R25 million thereof through the issue of 50 million ordinary shares in the    
Company at 50 cents each; and                                                 
- the balance by paying Rex Mining four percent of the gross revenue on rough   
  diamond sales of the Mining Companies for the period commencing on 1 January  
  2006 and ending on 31 December 2021, to which a net present value of          
approximately R32,5 million has been attributed using a discount rate of      
  12,5%.                                                                        
3.2 Conditions precedent                                                        
The implementation of the sale of shares agreement is subject to the approval   
by the shareholders of Afgem in general meeting and the approval of the         
continued listing of Afgem on the JSE. The approval of the continued listing    
of Afgem is, in turn, subject to Afgem furnishing to the JSE the following      
documents before the date of the general meeting (after which submission Afgem  
will release an announcement on SENS and publish an announcement by Wednesday,  
15 June 2005):                                                                  
- unqualified audit reports in respect of the balance sheets of the Mining      
  Companies as at 31 March 2005;                                                
- an unqualified audit report in respect of Afgem for the 15 months ended 31    
  March 2005; and                                                               
- a report of the revised pro forma financial information of the combined       
  entities of Afgem and the Mining Companies based on the aforementioned        
audited results of Afgem and the Mining Companies.                            
3.3 The Mining Companies                                                        
The Mining Companies comprise of the following:                                 
- Loxton Diamond Mine, located 80km north-northwest of Kimberley in the         
Northern Cape Province in South Africa;                                       
- Bellsbank Diamond Mine, located 100km north-northwest of Kimberley in the     
  Northern Cape Province in South Africa; and                                   
- Rex Diamond Mine, located 40km south of Welkom and 14km north of Theunissen   
in the Free State Province in South Africa.                                   
Full details of the Mining Companies are set out in the circular. New articles  
of association in respect of the Mining Companies, conforming to Schedule 10    
of the Listings Requirements of the JSE, will be adopted and submitted to the   
JSE.                                                                            
3.4 Loan Agreement                                                              
The Company has entered into an agreement with, inter alia, the Sellers to      
lend R5 million to Rex Mining. The key terms of the loan agreement include:     
- the loan bears no interest;                                                   
- save in certain specified circumstances, the loan is repayable to the         
  Company within five business days` written notice, which notice may be given  
  only after the first anniversary of the signing of the loan agreement,        
namely 5 August 2005; and                                                     
- Rex Corporation stands as surety for the loan amount and security has been    
  furnished in the form of the pledge of the entire issued share capital of     
  Loxton Diamond Mine, Rex Diamond Mine and Bellsbank Diamond Mine, as well as  
the cession of the loan accounts in the Mining Companies. In addition, Rex    
  Corporation will pledge all of the 50 000 000 shares that it receives         
  pursuant to the implementation of the acquisition as security for its         
  obligation under the loan agreement.                                          
3.5 Management agreement                                                        
The Company has entered into an agreement with, inter alia, Rex Corporation     
and Loxton Diamond Mine to act as manager of Loxton Diamond Mine. The key       
terms of the management agreement are that:                                     
- the Company is to second such employees of Afgem to Loxton Diamond Mine       
  which will enable the Company to fulfil its obligations under the management  
  agreement;                                                                    
- Loxton is to pay Afgem a monthly fee of R1 million for the management         
services rendered by the Company in terms of the management agreement;        
- the management agreement shall continue until 20 June 2005 whereafter it may  
  be terminated by any party giving not less than five business days` written   
  notice; and                                                                   
- the management agreement is conditional upon the sale of shares agreement     
  being entered into, which condition has been met.                             
3.6 Commission                                                                  
Upon fulfilment of the conditions precedent set out in paragraph 3.2 above,     
the Company will issue 10 800 000 ordinary shares to Lodestar (Proprietary)     
Limited (an independent business broker unrelated to Afgem, the Sellers and     
the Mining Companies) at an issue price of 50 cents each as payment of          
commission in respect of the introduction of the acquisition to Afgem.          
4. THE BEE TRANSACTION                                                          
4.1 Background                                                                  
For companies mining and/or exploring in South Africa, it is a business         
imperative, and indeed a social imperative, to embrace the Mining Charter and   
create an enabling environment for the empowerment of Historically              
Disadvantaged South Africans (`HDSAs`). Ownership of mining industry assets by  
HDSAs is one of the objectives of the Mining Charter, and to this end the       
Company has entered into the proposed BEE transaction.                          
4.2 Details and terms                                                           
The Company has reached agreement (`the BEE agreement`) with the trustees of    
the BEE Trust to conclude an empowerment transaction that will result in the    
BEE Consortium acquiring for cash, through Newco, redeemable preference shares  
which, after the BEE issue and the acquisition but before the possible          
implementation of the equity line of credit, will represent 26,0% of the total  
(ordinary and preference) issued share capital of the Company.                  
Newco will subscribe for 72 307 306 redeemable preference shares at 0,001 cent  
per share, in cash (`the BEE specific issue`). The salient features of the      
redeemable preference shares are:                                               
Issue price        0,001 cent per redeemable preference share in cash.          
Dividend           Non-cumulative preferential cash dividend ranking in         
priority to any dividend declared in respect of any          
                   Afgem ordinary shares.                                       
                   The dividend is calculated on the subscription price of the  
                   redeemable preference shares at a rate of 1% per annum (a    
total dividend of R7,23 per annum).                          
Options                                                                         
- Option           Each redeemable preference share confers on its holder       
                   the right and option to subscribe for one new ordinary       
share at the option strike price(`the option`).              
- Option period    Options may be exercised in lots of 1000 only at certain     
  and option       specified times during the option period namely in the       
  exercise dates   15 business days before each of 1 March, 1 June,             
1 September or 1 December of each year of the option         
                   period or if that day is not a business day, the             
                   immediately succeeding business day, which day immediately   
                   follows the receipt of the notice in terms of which the      
options are exercised or by the board; or if that day        
                   falls within an Afgem `closed period` defined as such in the 
                   Listings Requirements of the JSE, the first business day     
                   immediately following expiry of the relevant closed period.  
- Option strike    The option strike price is 50 cents per redeemable           
  price            preference share payable in cash.                            
- Lapse of         Options not exercised by the fifth anniversary of the        
  options          date of issue will lapse and the underlying preference       
shares will be redeemed in cash at their issue price.        
- Listing of       The Company will apply for the listing on the JSE of the     
  shares issued    ordinary shares issued pursuant to the exercise of the       
  pursuant to      options                                                      
the exercise                                                                  
  of the options.                                                               
Redemption                                                                      
- Redemption       The redeemable preference shares shall be automatically      
dates            redeemed subject to compliance with the requirements of the  
                   Companies Act, on the date in respect of the options which   
                   have been exercised or at the expiry of the option period    
                   on the fifth anniversary of the date of issue when the       
options lapse on the basis that:                             
                   - if an option is exercised, then the underlying redeemable  
                     preference share shall be automatically redeemable on the  
                     date upon which the relevant ordinary shares are issued    
to the holder of the relevant redeemable preference        
                     shares;or                                                  
                   - if the option lapses, the underlying redeemable            
                     preference share shall be automatically redeemed on the    
date the option lapses which shall occur at the            
                     expiry of the option period.                               
- Redemption      Redeemable by the Company at 0,001 cent per redeemable        
  price           preference share in cash.                                     
Transfer of       The redeemable preference shares can only be                  
redeemable        transferred to HDSAs with the prior approval of the board.    
preference        The board shall only be entitled to refuse to approve the     
shares            transfer of a redeemable preference share if the board is     
not satisfied that the transferee is a person who is an HDSA  
                  and reasonably acceptable to the board.                       
Ranking pari      Save for the special rights attaching to the preference       
passu with        shares (as regards redemption and the options), each          
redeemable        redeemable preference share shall rank pari passu             
Afgem ordinary    with each ordinary share in all respects and in particular    
shares            holders shall have the same rights as the holders of Afgem    
                  ordinary shares as regards voting, notices, rights issues,    
capital distributions and any restructuring of the            
                  Company and/or its capital. For the avoidance of doubt,       
                  the redeemable preference shares:                             
                  - shall participate in capital distributions of the Company,  
but limited to their par value; and                         
                  - shall not participate in any ordinary dividends of          
                    the Company.                                                
4.3 The BEE Consortium and BEE Trust                                            
Newco will be wholly-owned by the BEE Trust, which is in the process of being   
registered. The initial beneficiaries of the BEE Trust will be the HDSA         
employees of Afgem and its subsidiaries, comprising 250 HDSA staff members      
currently working at the Loxton Diamond Mine. To broaden the participation by   
HDSA`s in the equity of Afgem, the BEE Trust will in turn sell certain of its   
shares in Newco to members of the BEE Consortium. The BEE Consortium is in the  
process of being assembled, will be broad-based and presently consists of       
Simeka Mining Consortium, which has been mandated by Afgem to procure the       
establishment of the BEE Consortium. Following the establishment of the BEE     
Consortium, the beneficiaries of BEE Trust will be the HDSA staff members of    
Afgem and its subsidiaries, and the members of the BEE Consortium.              
The participation of HDSA employees of Afgem and its subsidiaries is subject    
to a minimum of 3% of Newco. Simeka Mining Consortium will own 54% of the       
shares in Newco. Accordingly, Newco will be under the control of Simeka Mining  
Consortium.                                                                     
The trustees of the BEE Trust will be Mr Robinson Ramaite (representing Simeka  
Mining Consortium), Mr Chris Boulle (non-executive director of Afgem) and Mr    
Lemo Pitsoe (Afgem`s general manager of the Loxton Diamond Mine). The trustees  
of the BEE Trust will vote the Newco shares owned by the HDSA employees of      
Afgem and its subsidiaries, as well as any Newco shares that have not yet been  
sold to members of the BEE Consortium. Because the redeemable preference        
shares in Afgem are held by Newco, Simeka Mining Consortium will effectively    
control the voting of the redeemable preference shares, representing 26% of     
the enlarged share capital of Afgem after the BEE specific issue.               
4.4 Conditions precedent                                                        
The implementation of the BEE transaction is subject to the fulfilment of the   
following suspensive conditions:                                                
- that the signed BEE agreement become unconditional in accordance with their   
terms; and                                                                    
- that the special and ordinary resolutions are passed by the requisite         
  majority of Afgem shareholders in general meeting to approve the BEE          
  transaction.                                                                  
5. INCREASE IN AUTHORISED SHARE CAPITAL                                         
In order to issue ordinary shares pursuant to the redemption of the redeemable  
preference shares, as contemplated in paragraph 4.2 above, to facilitate the    
implementation of the equity line of credit, as described below, and to enable  
the Company to acquire new assets or raise new capital in future, it is         
proposed that the authorised share capital of the Company is increased from     
250 000 000 ordinary shares of 0,001 cent each to 500 000 000 ordinary shares   
of 0,001 cent each by the creation of 250 000 000 new ordinary shares of 0,001  
cent each to rank pari passu in all respects with all existing ordinary shares  
in the share capital of the company.                                            
6. THE EQUITY LINE OF CREDIT                                                    
Afgem may require funding in order to develop and conduct its mining            
operations. Firebird Asset Management LLC, a shareholder that held 12,4% of     
the issued share capital of Afgem at the last practicable date before posting   
the circular (`the last practicable date`), agreed to provide such funding by   
way of an `equity line of credit` in the amount of approximately USD1 million   
by way of subscription for shares in Afgem. In this regard, the directors       
propose the following as part of the equity line of credit:                     
- a specific issue of a maximum of 6 000 000 ordinary shares for cash within    
  three months from the date of approval of the acquisition by shareholders at  
the general meeting at an issue price of 46 cents per Afgem share             
  (representing a premium of 50,4% to the 30-day volume-weighted trading price  
  of Afgem shares on the JSE at the last practicable date) at the election of   
  the directors of Afgem (i.e. Afgem has a put option); and                     
- the grant of an option to Firebird to subscribe for a maximum of 6 000 000    
  ordinary shares for cash at an issue price of 47,5 cents per Afgem share      
  (representing a premium of 55,3% to the 30-day volume-weighted trading price  
  of Afgem shares on the JSE at the last practicable date), which option shall  
expire on the date of the annual general meeting of Afgem in respect of the   
  year ending 31 March 2006 (i.e. Firebird has a call option).                  
7. EFFECT ON CONTROL                                                            
The transactions will have no effect on the direct or indirect control of       
Afgem.                                                                          
8. CHANGE OF NAME                                                               
It is proposed to change the name of the Company to Afgem Limited. If approved  
by shareholders, the change of name will be effective on the JSE with effect    
from the commencement of trade on Monday, 4 July 2005 under the abbreviated     
name `Afgem` and share code AFG in the `Mining - Diamond` sector of the JSE     
and the ISIN will be changed to ZAE000067757. The rationale for this name       
change is that the Company has become better known in the market by its short   
name, namely Afgem.                                                             
9.UNAUDITED PRO FORMA FINANCIAL EFFECTS                                         
Set out in the tables below are the un-audited pro forma net asset value and    
net tangible asset value per share of the various transactions. The unaudited   
pro forma net asset value and net tangible asset value per share are presented  
for illustrative purposes only and, because of their nature, may not give a     
fair reflection of the Company`s financial position after the transactions.     
The JSE has agreed for the Company to not include pro forma earnings and        
headline earnings per share of the transactions due to the incompleteness of    
the historical financial records of the Mining Companies, as described in the   
circular.                                                                       
9.1 The table below illustrates the unaudited pro forma effects of the          
acquisition (including the payment of the commission to Lodestar) on the        
reviewed financial statements of Afgem for the twelve months ended 31 December  
2004 (after the sale of the tanzanite business). The unaudited pro forma net    
asset value and net tangible asset value per share have been calculated         
assuming that the acquisition took place at 31 December 2004.                   
                                        Before the          After the           
                                       acquisition        acquisition       %   
                                        (cents)(1)         (cents)(2)  change   
Net asset value and net                                                         
tangible asset value per share               16.94              23.41    38.2   
Number of shares in issue (`000)           143 798            204 598    42.3   
Notes:                                                                          
1. The `Before the acquisition` net asset value and net tangible asset value    
per share have been calculated based on the reviewed financial statements of    
Afgem at 31 December 2004.                                                      
2. The `After the acquisition` net asset value and net tangible asset value     
per share have been adjusted to include the at acquisition unaudited pro forma  
consolidated balance sheet of the Mining Companies adjusted for certain         
revaluations and consolidation entries.                                         
9.2 The table below illustrates the unaudited pro forma effects of the BEE      
specific issue and exercise of the option on the reviewed financial statements  
of Afgem for the twelve months ended 31 December 2004 (after the sale of the    
tanzanite business). The pro forma net asset value and net tangible asset       
value per share have been calculated assuming that the BEE specific issue and   
exercise of the option took place at 31 December 2004.                          
                                    Before the         After the                
                                  BEE specific      BEE specific                
                                 issue and the     issue and the                
exercise of       exercise of                
                                   the options       the options          %     
                                    (cents)(1)        (cents)(2)     change     
Net asset value and net tangible                                                
asset value per share                    16.94             28.00       65.3     
Number of shares in issue (`000)       143 798           216 105       50.3     
Notes:                                                                          
1. The `Before the BEE specific issue and the exercise of the options` net      
asset value and net tangible asset value per share have been calculated based   
on the reviewed financial statement of Afgem at 31 December 2004.               
2. The `After the BEE specific issue and the exercise of the options` net       
asset value and net tangible asset value per share have been adjusted to        
include the increase in cash received and shareholders` interest as a result    
of the BEE specific issue and the exercise of the options.                      
9.3 The table below illustrates the unaudited pro forma effects of the          
equity line of credit on the reviewed financial statements of Afgem for the     
twelve months ended 31 December 2004 (after the sale of the tanzanite           
business). The pro forma net asset value and net tangible asset value per       
share have been calculated assuming that the equity line of credit took place   
at 31 December 2004.                                                            
Before the       After the                
                                     equity line     equity line                
                                       of credit       of credit          %     
                                      (cents)(1)      (cents)(2)     change     
Net asset value and net                                                         
tangible asset value per share             16.94           19.24       13.6     
Number of shares in issue (`000)         143 798         155 798        8.3     
Notes:                                                                          
1. The `Before the equity line of credit` net asset value and net tangible      
asset value per share have been calculated based on the reviewed financial      
statement of Afgem at 31 December 2004.                                         
2. The `After the equity line of credit` net asset value and net tangible       
asset value per share have been adjusted to include the increase in cash        
received and shareholders` interest as a result of the equity line of credit.   
(for details of the adjustments, please refer to Annexure 6 of the circular.    
9.4 The table below illustrates the unaudited pro forma effects of the          
transactions on the reviewed financial statements of Afgem for the twelve       
months ended 31 December 2004 (after the sale of the tanzanite business). The   
pro forma net asset value and net tangible asset value per share have been      
calculated assuming that the transactions took place at 31 December 2004.       
Before the        After the                
                                   transactions     transactions          %     
                                     (cents)(1)       (cents)(2)     change     
Net asset value and net                                                         
tangible asset value per share            16.94            31.03       83.2     
Number of shares in issue (`000)        143 798          288 905      100.9     
Notes:                                                                          
1. The `Before the transactions` net asset value and net tangible asset value   
per share have been calculated based on the reviewed financial statement of     
Afgem at 31 December 2004.                                                      
2. The `After the transactions` net asset value and net tangible asset value    
per share have been adjusted to include the increase in cash received and       
shareholders` interest as a result of the BEE specific issue and exercise of    
the options, the equity line of credit and the `at acquisition` unaudited pro   
forma consolidated balance sheet of the Mining Companies                        
10. SHARE CAPITAL                                                               
The share capital and premium of the Company after the transactions and the     
exercise of the options are summarised as follows:                              
                                                                        R       
Authorised                                                                      
500 000 000       ordinary shares of 0,001 cents each               5 000       
72 307 306        redeemable cumulative preference shares of                    
                  0,001 cent each                                     723       
Issued                                                                          
288 905 023       ordinary shares of 0,001 cent each                2 889       
-                 redeemable cumulative preference shares                       
                  of 0,001 cent each                                    -       
Share premium                                                                   
account                                                        73 784 873       
                                                               73 787 762       
11. FAIR AND REASONABLE OPINIONS                                                
In terms of paragraph 5.53 (b) of the Listings Requirements, a fair and         
reasonable opinion from an independent expert is required, detailing whether    
the terms and conditions of the BEE transaction and the equity line of credit   
are fair and reasonable to Afgem`s shareholders. The Afgem board of directors   
appointed PKF (Jhb) Inc. to provide such opinions on the fairness and           
reasonability of the BEE transaction and the equity line of credit. PKF (Jhb)   
Inc. has advised that it has considered the terms of the BEE transaction and    
the equity line of credit, and that it is of the opinion that the BEE           
transaction and the equity line of credit are fair and reasonable to            
shareholders.                                                                   
12. DIRECTORS                                                                   
The full names, ages, qualifications, business addresses at which they can be   
contacted and occupations of the directors of the Company are as follows:       
Keith Rayner (48); CA (SA); Chairman; 3rd Floor, 10 Melrose Boulevard,          
Melrose Arch, Melrose North, Johannesburg, 2196                                 
Mike Nunn (44); Chief Executive Officer; 3rd Floor, 10 Melrose                  
Boulevard, Melrose Arch, Melrose North, Johannesburg, 2196                      
Mark Summers (34); CA (SA); Chief Financial Officer; 3rd Floor, 10              
Melrose Boulevard, Melrose Arch, Melrose North, Johannesburg, 2196              
Ami Mpungwe (52); Honours: International Relations and Political                
Science, Diploma in International Law; Non-Executive Director; 3rd Floor, 10    
Melrose Boulevard, Melrose Arch, Melrose North, Johannesburg, 2196              
Chris Boulle (33); B Com, LLM, Masters in Tax Law; Non-Executive                
Director; Kentgate, 64 Kent Road, Dunkeld, 2196                                 
13. SALIENT DATES AND TIMES                                                     
2005    
Circular posted to shareholders                             Thursday, 26 May    
Last day to lodge forms of proxy for the                                        
general meeting, by 10:00 on                              Wednesday, 15 June    
General meeting of shareholders to be held at 10:00 on       Friday, 17 June    
Results of the general meeting to be                                            
released on SENS before the close                                               
 of business on                                              Friday, 17 June    
Results of the general meeting to be published                                  
in the South African press on                                Monday, 20 June    
Expected date of issue of new ordinary                                          
shares on or about                                          Tuesday, 21 June    
Last date to trade under the old name                                           
`African Gem Resources Limited`                               Friday, 1 July    
Change of name effective from close of business on            Friday, 1 July    
Trade under the new name `Afgem Limited`                                        
from commencement of trading on                               Monday, 4 July    
Record date                                                   Friday, 8 July    
New share certificates reflecting the                                           
change of name posted by registered                                             
post to Afgem certificated shareholders                                        
who have surrendered their documents                                            
 of title on or before the close of business                                    
on the record date (see note 3 below)                        Monday, 11 July    
Dematerialised shareholders` safe                                               
custody accounts updated with the new                                           
 name by their CSDP or broker                                Monday, 11 July    
NOTES:                                                                          
1. The above dates and South African times are subject to change. Any           
changes will be released on SENS and published in the South African press.      
2. Shareholders will not be able to dematerialise or rematerialise their        
securities in the old name of African Gem Resources Limited after Friday, 1     
July 2005                                                                       
3. Afgem shareholders who surrender their existing documents of title after     
the record date, will have their new share certificates mailed within 5         
business days of receipt thereof by the transfer secretaries, by registered     
post in South Africa, at the risk of the shareholder concerned.                 
14. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                       
Shareholders are referred to the previous cautionary announcements, the         
last of which was dated 31 March 2005, and are advised that, because all        
relevant information with regard to the transactions has now been publically    
released, shareholders no longer need to exercise caution when dealing with     
their shares in the Company.                                                    
By order of the board                                                           
M R Summers                                       Melrose Arch                  
Company Secretary                                  26 May 2005                  
Corporate Advisor and lead sponsor                                              
ABSA Corporate and Merchant Bank                                                
Corporate Finance                                                               
ABSA Bank Limited                                                               
Reg No 1986/004794/06                                                           
Competent Person                                                                
SNOWDEN                                                                         
Sponsor                                                                         
JAVA CAPITAL                                                                    
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H R LEVIN                                                                       
Attorneys,Notaries                                                              
And Conveyancers                                                                
Independent reporting accountants                                               
KPMG                                                                            
Independent adviser to Afgem shareholders                                       
PKF                                                                             
Accountants and business advisers                                               
Date: 26/05/2005 05:02:05 PM                    
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