Gemfields PLC                                 

                        ("Gemfields" or the "Company")                         

                          STATEMENT RE POSSIBLE OFFER                          

                             7.00 a.m. 5 June 2009                             

The board of Gemfields (AIM: GEM) confirms that it is in preliminary
discussions with Rox Conduit Limited ("RoxC"), a subsidiary of Rox Limited and
related party of Pallinghurst Resources Limited, which may or may not lead to a
firm offer being made for the issued share capital of the Company not currently
owned by Rox Limited.

The Company has been notified that RoxC is considering an offer for the issued
share capital of the Company not currently owned by Rox Limited priced at 8
pence per Gemfields ordinary share. However, this announcement has not been
made with the agreement or approval of RoxC. Accordingly, there can be no
certainty that an offer will be made nor as to the terms or price on which any
offer might be made. A further announcement will be made in due course.

Since its re-admission to AIM in June 2008, Gemfields has made a number of
changes to its board of directors and, as a result, the central management and
control of the Company is now in the United Kingdom. Consequently, Gemfields is
deemed to be subject to the City Code on Takeovers and Mergers (the "Code").
This announcement therefore triggers the commencement of an offer period for
the purposes of the Code.

Enquiries:

Richard James, CFO Tel: +44 (0)20 7518 3402

Gemfields PLC

Mike Jones/Andrew Chubb/Tarica Mpinga Tel: +44 (0)20 7050 6500

Canaccord Adams Ltd

Nominated Adviser and Joint Broker to Gemfields

Canaccord Adams Limited ("Canaccord") (which is regulated in the United Kingdom
by the Financial Services Authority) is acting exclusively for Gemfields as
financial adviser, nominated adviser and broker and no one else (including the
recipients of this announcement) in connection with the arrangements that are
the subject matter of this announcement and will not be responsible to anyone
other than Gemfields for providing the protections afforded to customers of
Canaccord or for advising any other person in connection with the arrangements
that are the subject matter of this announcement. Canaccord makes no
representation, express or implied, with respect to the accuracy or
completeness of any information contained in this announcement and accepts no
responsibility for, nor does it authorise, the contents of, or the issue of
this announcement, or any other statement made or purported to be made
by Gemfields, or on its behalf, in connection with Gemfields or any of the
other arrangements that are the subject matter of this announcement and,
accordingly, disclaims all and any liability whatsoever whether arising out of
tort, contract or otherwise which it might otherwise have in respect of
this announcement or any other statement.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be subject restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of any such
jurisdiction. The announcement has been prepared in accordance with English law
and the Code and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions
outside England.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of  Gemfields, all 'dealings' in any 'relevant securities' of that
company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire an 'interest' in 'relevant securities'
of Gemfields, they will be deemed to be a single person for the purpose of Rule
8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of RoxC or of Gemfields by RoxC or Gemfields, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.

In accordance with Rule 2.10 of the Code, Gemfields confirms that as at the
close of business on 4 June 2009 it had 324,114,883 ordinary shares of 1 pence
each in issue. The ISIN reference number for these securities is GB00B0HX1083.