Sirius Minerals Regulatory News (SXX)

LEI: 2138004ATVA9GVUAGA82

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN, JERSEY OR

ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

17 April 2018

Sirius Minerals Plc

Results of incentivised conversion of convertible bonds

Sirius Minerals Plc (the "Company") reports, further to its announcement on 11 April 2018, the final results from its invitation (the "Invitation") to holders (the "Bondholders") of those outstanding of the US$400,000,000 8.5% Guaranteed Convertible Bonds due 2023 (ISIN: XS151522356) (the "Bonds") issued by Sirius Minerals Finance Limited and guaranteed by the Company, to offer to exercise their Conversion Rights (as defined in the terms of the Bonds) in order to convert the Bonds into ordinary shares of the Company (the "Ordinary Shares") and a cash make whole amount.

Following expiration of the Invitation at 3.00 p.m. (London time) on 16 April 2018, the Final Offer Consideration has been fixed at US$10,000 per US$200,000 in principal amount of the Bonds. The Company has accepted for conversion US$63.8 million in aggregate principal amount of the Bonds in accordance with the terms and conditions set out in the Invitation Term Sheet dated 11 April 2018.

In total, 218,113,663 Ordinary Shares are expected to be issued, which comprises (i) 650,195.05852 Base Shares per Bond, (ii) 10,236.89485 Premium to Parity Shares per Bond, and (iii) 23,310.02331 Incentive Shares per Bond. The dilution resulting from the issue of the Incentive Shares represents less than 0.16 per cent. of the enlarged share capital of the Company.

Following settlement of the Invitation, US$244.2 million in principal amount of the Bonds (representing 61.1 per cent. of the aggregate principal amount of the Bonds originally issued) are expected to remain outstanding.

As a result of the Invitation, the Company has saved US$27.1 million in interest which would otherwise have been payable had the Bonds accepted for conversion been held until maturity. Further there will be an immediate positive cash impact for the Company, which will receive the third-year's interest payments of US$5.4 million with respect to those Bonds (which amounts are currently held in escrow).

Sirius Minerals' Finance Director and CFO, Thomas Staley, commented:

"We are pleased with the level of participation in our tender process. The total cost of incentivising conversion through the issue of shares was more than offset by the release of escrowed cash and removal of the need to pay interest payments beyond year two. This has enabled us to facilitate an orderly conversion for bondholders and optimise our capital structure ahead of stage two financing later this year."

Settlement of the Invitation

Settlement of the Invitation is expected to occur on 23 April 2018. Application will be made by the Company to the United Kingdom Financial Conduct Authority and the London Stock Exchange for the Ordinary Shares to be issued pursuant to the Invitation to be listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities with effect from the settlement date for the Invitation. The new Ordinary Shares to be issued will rank pari passu with the existing Ordinary Shares.

Following the issue and delivery of the Ordinary Shares pursuant to the Invitation, the total number of Ordinary Shares and voting rights in the Company will be 4,689,535,797. The Company does not hold any Ordinary Shares in treasury. The above figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Rules and Transparency Guidance and the articles of association of the Company.

Deutsche Bank AG, London Branch acted as sole Dealer Manager in relation to the Invitation.

Words and expressions used in this press release and not defined herein shall have the same meaning as provided in the Invitation Term Sheet.

INSIDE INFORMATION NOTICE

This announcement is released by Sirius Minerals Plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Nick King, General Counsel and Company Secretary of Sirius Minerals Plc.

For further information, please contact:

About Sirius Minerals Plc

Sirius Minerals Plc is focused on the development of the Woodsmith Mine, which will access the world's largest and highest grade polyhalite deposit located in North Yorkshire, United Kingdom. Polyhalite is a unique multi-nutrient fertilizer, which can be used to increase balanced fertilization around the world. Sirius Minerals' shares are traded on the Premium List of the London Stock Exchange. Its shares are also traded in the United States on the OTCQX through a sponsored ADR facility. Further information on the Company can be found at: www.siriusminerals.com.

Any enquiries relating to the terms of the Invitation should be directed to:

Deutsche Bank AG, London Branch Jonathan MurrayTel: 020 7547 3160 / Email: jonathan.murray@db.com

IMPORTANT NOTICE

THE DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY EACH OF THE OFFEROR, THE ISSUER, THE DEALER MANAGER AND THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE "AGENT") TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS OR ANY SHARES OR ANY OTHER SECURITIES.

THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND OR SUBSCRRIBE FOR ANY SHARES NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND OR SUBSCRIBE FOR ANY SHARES.

NONE OF THE DEALER MANAGER, THE AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE OFFEROR'S OR ISSUER'S PUBLICLY AVAILABLE INFORMATION.

THE DEALER MANAGER AND THE AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. NEITHER THE DEALER MANAGER NOR THE AGENT OWES ANY DUTY TO ANY HOLDER OF THE BONDS.

UNITED STATES

THE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES OR TO U.S. PERSONS AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET. ACCORDINGLY, COPIES OF THIS PRESS RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES OR TO ANY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OR TO U.S. PERSONS AND BONDS CANNOT BE OFFERED FOR CONVERSION PURSUANT TO THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTS OR FACILITIES OR FROM WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, AS DEFINED IN REGULATION S OF THE SECURITIES ACT, OR BY U.S. PERSONS. FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND ANY PURPORTED OFFER OF BONDS FOR CONVERSION RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND OFFERS OF BONDS FOR CONVERSION MADE BY A PERSON LOCATED IN THE UNITED STATES, BY A U.S. PERSON OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING FOR A NOMINEE GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES OR ON BEHALF OF A U.S. PERSON WILL NOT BE ACCEPTED.

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE OR AN INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES OR TO U.S. PERSONS. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE PURPOSE OF THIS PRESS RELEASE IS LIMITED TO THE INVITATION AND THIS PRESS RELEASE MAY NOT BE SENT OR GIVEN TO A PERSON IN THE UNITED STATES OR TO U.S. PERSONS. EACH HOLDER OF BONDS PARTICIPATING IN THE INVITATION WILL BE REQUIRED TO REPRESENT THAT IT IS NOT A U.S. PERSON AND IS NOT LOCATED IN THE UNITED STATES AND IS NOT PARTICIPATING IN THE INVITATION FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL LOCATED OUTSIDE THE UNITED STATES THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN THE INVITATION FROM THE UNITED STATES OR FOR ON BEHALF OF A U.S. PERSON.

FOR THE PURPOSES OF THIS AND THE ABOVE TWO PARAGRAPHS, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.