Sirius Minerals Regulatory News (SXX)

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

6 March 2014

Sirius Minerals Plc

Results of Placing  

Sirius Minerals Plc ("Sirius" or the "Company") is pleased to announce the successful completion of the placing (the "Placing") announced earlier today.

A total of 358,702,070 new ordinary shares in the Company (the "Placing Shares") and 179,351,029 warrants in the Company ("Warrants") have been placed by Liberum Capital Limited and Macquarie Capital (Europe) Limited (together the "Joint Bookrunners") at a price of 12 pence per Placing Share (the "Placing Price"). Based on the Placing Price, the gross proceeds of the Placing will be £43 million (approximately US$72 million). The Placing Shares being issued in the Placing represent approximately 23.8 per cent of the Company's issued ordinary share capital prior to the Placing.

Chris Fraser, Managing Director and CEO of Sirius, commented:

"The £43 million capital raising today has been a great success and endorsement of our strategy and the York Potash Project. With broad support from existing and new shareholders in the UK and around the world, this oversubscribed and upsized raising will provide funding for the Company's Definitive Feasibility Study and flexibility to accelerate detailed engineering and design work for the Project."

"The addition of the warrants provides the participating investors with increased exposure to the York Potash Project and, on full exercise of the warrants, provides the Company with an additional £32 million of funding following approval of the mine being granted."

The Placing Price represents a discount of approximately 7.7 per cent to the closing middle market price per Ordinary Share on 5 March 2014 on the AIM Market of the London Stock Exchange plc ("AIM"). The Placing is not underwritten.

Participants in the Placing will also be issued with warrants ("Warrants") on the basis of one Warrant to subscribe for one new ordinary share in the Company for every two Placing Shares subscribed. The Warrants, which will be separately transferrable, will have an exercise price of 18 pence (equivalent to a 50 per cent. premium to the Placing Price) and an exercise period of 18 months or, following approval of the proposed York Potash mine, a shorter period if the volume weighted average price of the ordinary shares exceeds 20 pence per ordinary share for a specified period. The Warrants will be exercisable immediately from the date of issue but will not be initially listed or admitted to trading. However, the Company intends to seek a listing and admission to trading of the Warrants on an appropriate exchange, within 90 days of issue. A summary of the principal terms of the Warrants is provided in the announcement published earlier today and the full terms and conditions of the Warrants will be made available on the Company's website (www.siriusminerals.com) as soon as reasonably practicable. 

As part of the Placing, Scrimshaw Nominees Pty Limited as trustee of the Scrimshaw Family Trust, of which Russell Scrimshaw, the Chairman of the Company, is a beneficiary has subscribed for 1,666,666 Placing Shares at the Placing Price and 833,333 Warrants (the "Chairman's Subscription"). As part of the Placing, Jason Murray, Finance Director and Chief Financial Officer, as trustee for Golden Pond Superannuation Fund, of which he is a beneficiary has also subscribed for 541,666 Placing Shares at the Placing Price and 270,833 Warrants (the "CFO's Subscription"). Keith Clarke, Non Executive Director of the Company, has also subscribed for 416,666 Placing Shares at the Placing Price and 208,333 Warrants.

Following the Chairman's Subscription, Russell Scrimshaw will have a beneficial interest in 37,319,218 ordinary shares in the Company which will represent 2.0 per cent of the Company's total voting rights after completion of the Placing. Following the CFO's Subscription, Jason Murray will have a beneficial interest in 2,708,333 ordinary shares in the Company, representing 0.1 per cent of the Company's total voting rights after completion of the Placing. Following Keith Clarke's subscription, Keith Clarke will have a beneficial interest in 416,666 ordinary shares in the Company.

Following this Placing, Chris Fraser has a direct and indirect beneficial interest of 122,000,600 shares now representing 6.5 per cent of the Company's issued share capital. Chris Catlow, Non Executive Director of the Company, has a direct and indirect beneficial interest of 100,000,000 shares now representing 5.4 per cent of the Company's issued share capital.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Sirius, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application has been made for admission of the Placing Shares (including the new ordinary shares to be issued pursuant to the Chairman's Subscription, the CFO's Subscription and Keith Clarke's subscription) to trading on AIM ("Admission"). It is expected that Admission will take place and that trading will commence on AIM at 8.00 a.m. on 11 March 2014 (the "Closing Date") and in any event no later than 21 March 2014. The Warrants are expected to be issued and settled within three business days of Admission. A further announcement will be made once an application has been made to an appropriate exchange for the listing and admission to trading of the Warrants.

For the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital following completion of the Placing will comprise 1,863,331,072 ordinary shares with one voting right per share. The Company has no 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 Company, under the Disclosure and Transparency.

For further information please contact:

In relation to the Placing:

Media and General Enquiries:

About Sirius Minerals Plc

Sirius Minerals is a globally diversified potash development company. Its primary focus is to bring on stream major potash mining facilities through the acquisition and development of projects overlying recognised potash deposits. Today it holds properties in the United Kingdom (North Yorkshire) and the United States (North Dakota). Incorporated in 2003, Sirius Minerals' shares are traded on the London Stock Exchange's AIM market. 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.

Risk Statement

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Placing Shares and the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Any offering to be made in the United States will be made to a limited number of "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering. The Placing Shares and the Warrants are being offered and sold outside the United States in accordance with Regulation S under the Securities Act ("Regulation S"). No public offering of the Placing Shares or the Warrants is being made in the United States, United Kingdom 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 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.

Macquarie Capital (Europe) Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Macquarie Capital (Europe) Limited nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

Liberum Capital Limited, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares and the Warrants in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Company's intention, beliefs and current expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. 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. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the Company's operations, markets and the industry in which it operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this Announcement. A number of factors could cause developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation or government, changes in business strategy, political and economic uncertainty and other factors.

The information contained in this Announcement is subject to change without notice and, except as required by applicable law or the AIM Rules for Companies, the Company does not assume any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast 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. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to AIM.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.