Sirius Minerals Regulatory News (SXX)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY EXCLUDED TERRITORY OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in the United States, Australia, Canada, Japan and South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Firm Placing and Placing and Open Offer will be made, and any investor should make his investment decision, solely on the basis of the information that is contained in the Prospectus to be published by the Company in due course in connection with the Firm Placing and Placing and Open Offer.

3 November 2016

Sirius Minerals Plc

Results of Firm Placing and Placing

Sirius Minerals Plc (the "Company") announced on 2 November 2016 the details of a proposed Firm Placing and Placing and Open Offer. The Company has completed the Bookbuild and has raised gross proceeds of approximately £370 million through the Firm Placing and Placing in connection with its Stage 1 financing requirements to begin the construction of its North Yorkshire polyhalite project.

Concurrently, the Company has successfully placed US$400 million of Convertible Bonds through the Convertible Bond Offering.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given in the Company's announcement of 2 November 2016.

Pursuant to the Firm Placing, Firm Placees have agreed to subscribe for 1,665,805,761 Firm Placed Shares at an issue price of 20.00 pence per New Ordinary Share (the "Issue Price"). The Firm Placed Shares represent approximately 40.0 per cent of the Company's issued Ordinary Shares following Admission. In addition, pursuant to the Placing and Open Offer, the Joint Bookrunners and Co-Lead Managers have placed 185,089,529 Open Offer Shares at the Issue Price with the Conditional Placees, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Open Offer Shares represent approximately 4.4 per cent of the Company's issued Ordinary Shares following Admission.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Issue Price, on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares on the Record Date, on the following basis:

2 New Ordinary Shares for every 25 Existing Ordinary Shares

Open Offer Shares will also be made available to Qualifying Shareholders under the Excess Application Facility. Fractions of New Ordinary Shares will not be allotted and each Qualifying Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Further information will be set out in the prospectus to be published by the Company in due course.

The Firm Placing and Placing and Open Offer are conditional upon:

· the Resolutions being passed by the Shareholders at the General Meeting (or an adjournment thereof); and

· the Placing and Open Offer Agreement otherwise becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.

The conditions contained in the Placing and Open Offer Agreement include, inter alia, (i) the Royalty Financing Agreement not having been terminated prior to Admission, (ii) the subscription agreement in connection with the Convertible Bond Offering having been entered into and not having been terminated prior to Admission and (iii) Admission becoming effective by not later than 8.00 a.m. on 29 November 2016 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

A General Meeting is to be held at De Vere West One, 9-10 Portland Pl, Marylebone, London W1B 1PR, United Kingdom at 11.00 a.m. on 24 November 2016 for the purpose of passing certain Resolutions in relation to the proposed Firm Placing and Placing and Open Offer, the Convertible Bond Offering and the Royalty Financing Ordinary Shares. Further details of the General Meeting will be contained in the Circular expected to be posted to Shareholders on or around 3 November 2016.

Application will be made to the London Stock Exchange for the New Ordinary Shares issued in connection with the Firm Placing and Placing and Open Offer to be admitted to trading on AIM. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence on AIM, at 8.00 a.m. on 28 November 2016.

New Ordinary Shares issued under the Firm Placing and Placing and Open Offer in uncertificated form are expected to be credited to CREST accounts on 28 November 2016, and definitive share certificates for the New Ordinary Shares issued under the Firm Placing and Placing and Open Offer in certificated form are expected to be dispatched within 5 Business Days of Admission.

The Enlarged Share Capital of the Company following Admission will be 4,164,514,405 Ordinary Shares in aggregate.

Chris Fraser, Managing Director and Chief Executive Officer, said:

"The completion of the convertible bond and equity placing is great news for the Company, and delivers the financing that allows us to start construction of our North Yorkshire polyhalite project.

"It is important to thank existing shareholders for their continued support and the new investors that took part in this capital raising. As announced yesterday, we are also pleased to provide an opportunity for existing shareholders to participate via the Open Offer which is designed to reduce the dilution of this proposed fundraising.

"I would strongly encourage shareholders to vote in favour of the capital raising at the forthcoming General Meeting on 24 November 2016 in order to allow us to progress to the next stage and commence construction."

Related Party Transaction

Capital Research and Management Company, by virtue of its holding of more than 10 per cent. of the existing issued share capital of the Company, is considered a related party of the Company and its participation in the Firm Placing and the Placing is considered a 'related party transaction' under the AIM Rules for Companies. The Directors, having consulted the Company's Nominated Adviser, Liberum, consider that the terms of the Firm Placing and the Placing are fair and reasonable in so far as its Shareholders are concerned.

This announcement is released by Sirius Minerals Plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Firm Placing and Placing and Open Offer and the Stage 1 Financing described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Tristan Pottas, Investor Relations Manager.

For further information, please contact:

About Sirius Minerals Plc

Sirius Minerals Plc is a fertilizer development company focused on the development of its North Yorkshire polyhalite project, located in North Yorkshire, United Kingdom. It believes the Project represents the world's largest high-grade known deposit of polyhalite, a multi-nutrient form of potash containing potassium, sulphur, magnesium and calcium. Incorporated in 2003, Sirius Minerals Plc's shares are traded on the London Stock Exchange's AIM market. Further information on the Company can be found at: www.siriusminerals.com.

Revised Expected Timetable of Principal Events

Further to the expected timetable set out in the Company's announcement of 2 November 2016 setting out the details of a proposed Firm Placing and Placing and Open Offer, a revised expected timetable of key events following the Bookbuild is set out below. The times and dates set out below, and mentioned throughout this announcement, are subject to change, and may be adjusted by the Company in consultation with the Joint Bookrunners. The timetable below also assumes that the Resolutions are all passed at the General Meeting without adjournment. In the event of any significant changes from the below expected timetable, details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Qualifying Shareholders.

Notes:

(1) The ability to participate in the Open Offer will be subject to certain restrictions relating to Shareholders with registered addresses outside the UK.

(2) Different deadlines and procedures for applications may apply in certain cases. For example, if a Qualify Shareholder holds Existing Ordinary Shares through a CREST Member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

(3) References to times in this announcement are to London time unless otherwise stated.

(4) Temporary documents of title will not be issued.

Important notice

Forward-looking statements

This announcement contains forward-looking statements, including but not limited to statements about the costs of, and the Company's ability to successfully construct, commission and execute, the Project. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and therefore are based on current beliefs and expectations about future events. Forward-looking statements are not guarantees of future performance and the Group's actual operating results and financial condition, and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group's operating results, financial condition and liquidity, and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, prospective investors should not rely on these forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company, the Directors, the Joint Bookrunners or the Co-Lead Managers undertake any obligation nor do they intend to revise or update any document unless required to do so by applicable law, the Prospectus Rules, the Disclosure Requirements or the Transparency Rules.

This announcement and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States") or any Excluded Territory or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations. The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This announcement is for information purposes only and does not constitute an offer or invitation to sell or issue or the solicitation of an offer to buy, acquire or subscribe for New Ordinary Shares to or by anyone in any Excluded Territory or to any person to whom it is unlawful to make such offer or invitation or undertake such solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any Excluded Territory or to, or for the account or benefit of any national resident or citizen of any Excluded Territory. This announcement does not constitute an extension into the United States of the offer mentioned in this announcement, nor does it constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States. The New Ordinary Shares have not been and will not be registered under the Securities Act or under any securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares may not be offered or sold to, or for the account or benefit of, any ADR Holder. Subject to certain exceptions, no action has been taken by the Company or by the Joint Bookrunners that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement in the Excluded Territories or any other jurisdiction where action for that purpose is required, other than the United Kingdom. No public offering of the shares referred to in this announcement is being made in any Excluded Territory or elsewhere.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or the Co-Lead Managers or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA, and the PRA, and Liberum, Shore Capital and W.H. Ireland, each of which is authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the proposed Firm Placing and Placing and Open Offer and Admission, and will not regard any other person (whether or not a recipient of this document) as a client in relation to the proposed Firm Placing and Placing and Open Offer or Admission, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice, in relation to the proposed Firm Placing and Placing and Open Offer or Admission or any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners and the Co-Lead Managers by the Financial Service and Markets Act 2000, as amended, or the regulatory regime established thereunder, or by the London Stock Exchange or the AIM Rules, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Joint Bookrunners and Co-Lead Managers, nor any of their respective affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement, including its accuracy or completeness, or for any other statement made or purported to be made by it, or on behalf of it, the Company, the Directors or any other person, in connection with the Company, the New Ordinary Shares, the Firm Placing and Placing and Open Offer or Admission, and nothing in this document should be relied upon as a promise or representation in this respect, whether or not to the past or future. Each of the Joint Bookrunners and Co-Lead Managers and their respective affiliates, directors, officers, employees and advisers accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this announcement or any such statement.

The distribution of this announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the United Kingdom may be restricted by law. Subject to certain exceptions, no action has been taken by the Company, the Joint Bookrunners or the Co-Lead Managers that would permit an offering of the New Ordinary Shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares or the Application Form in the Excluded Territories or in any other jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Joint Bookrunners and the Co-Lead Managers to inform themselves about, and to observe, any such restrictions.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Firm Placing and Placing and Open Offer will not be admitted to trading on any stock exchange other than on AIM, a market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.