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THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA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

11 March 2015

Sirius Minerals Plc

Results of Placing

The Directors of Sirius Minerals Plc ("Sirius" or the "Company") announce the successful completion of the placing (the "Placing") announced earlier today.

A total of 225,978,103 new ordinary shares in the Company (the "Placing Shares") have been placed by Liberum Capital Limited and Macquarie Capital (Europe) Limited (together the "Joint Bookrunners") and WH Ireland Limited (together with the Joint Bookrunners, the "Managers") at a price of 7 pence per Placing Share (the "Placing Price"). Based on the Placing Price, the net proceeds of the Placing will be approximately £15.0 million (approximately US$22.5 million). The Placing Shares being issued in the Placing represent approximately 11.8 per cent of the Company's issued ordinary share capital prior to the Placing. The Placing is not underwritten.

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

"We are pleased to announce the result of today's significantly oversubscribed placing and acknowledge the significant support shown by both new and existing shareholders. The proceeds raised not only strengthen the balance sheet but also allow us to maintain the development momentum at our flagship York Potash Project."

The Placing Price represents a discount of approximately 8.5 per cent to the closing middle market price per Ordinary Share on 10 March 2015 on the AIM Market of the London Stock Exchange plc ("AIM").

Conditional on the Placing, Scrimshaw Nominees Pty Limited as trustee for the Scrimshaw Superannuation Fund, of which Russell Scrimshaw is a beneficiary, has agreed to subscribe for 714,286 new ordinary shares in the Company at the Placing Price (the "Chairman's Subscription"). Conditional on the Placing, Lord Hutton of Furness has agreed to subscribe for 28,571 new ordinary shares in the Company at the Placing Price (together with the Chairman's Subscription, the "Directors' Subscriptions").

Following the Directors' Subscriptions, Russell Scrimshaw will have a beneficial interest in 40,133,504 ordinary shares in the Company which will represent 1.88 per cent of the Company's total voting rights after completion of the Placing and Lord Hutton of Furness will have a beneficial interest in 28,571 ordinary shares in the Company.

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 Directors' Subscriptions) 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 16 March 2015 (the "Closing Date") and in any event no later than 26 March 2015.

For the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital following completion of the Placing will comprise 2,136,261,436 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 potash development company with properties in the United Kingdom (North Yorkshire) and the United States (North Dakota). Its primary focus is the development of the York Potash Project which has the world's largest and highest grade deposit of polyhalite, a multi-nutrient form of potash containing potassium, sulphur, magnesium and calcium. 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 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 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 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 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.

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.

WH Ireland 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 WH Ireland 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 in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Managers 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 Managers 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.