Mr. Simon Tam reports

PRIVATE PLACEMENT

Gem International Resources Inc. intends to carry out a private placement for the sale of up to seven million units at a price of five cents per unit. Each unit will consist of one common share and one-half of one non-transferable share purchase warrant for the purchase of one further common share of the company within two years of the date of grant at the price of 10 cents per such common share.

The funds shall be used for the company's unallocated working capital and investigation of future projects. The foregoing transactions are subject to regulatory approval. The maximum allowable finder's fee shall be paid in cash, shares or warrants in accordance with the policies of the TSX Venture Exchange.