For immediate release: 16 November 2009
SIRIUS EXPLORATION Plc
("Sirius Exploration" or "the Company")
Notice of General Meeting
Sirius has, today, posted a Notice of General Meeting to Shareholders. Extracts are set out below and
copies are available on the Company's website, www.siriusexploration.com.
Introduction
This General Meeting is being called pursuant to section 190 of the Companies Act 2006 concerning
substantial property transactions with directors to approve the acquisition of the 1.3% of AusPotash
and 9.89% of Adavale Holdings.
As stated in the original announcements of 22 September and 14 October 2009 concerning the acquisition
of AusPotash and Adavale, these share acquisitions need to be approved by shareholders because two of
the Directors, Jonathan Harrison and Richard Poulden, have interests in the shares being acquired:
Jonathan Harrison through the ownership of Easy Business Consulting Ltd ("Easy Business"), and in
Richard Poulden's case through a trust of which members of his family are beneficiaries ("Family
Trust").
Details of the Transactions
AusPotash
The terms of the AusPotash acquisition were announced on the 22 September and 29 September and it is
proposed that, in accordance with the terms made available to the vendors as a whole, the Company
acquires 373,354 and 1,120,061 AusPotash Shares held respectively by Easy Business and the Family
Trust, representing in each case 0.67 % and 2.01 % of the issued share capital of AusPotash.
Under the terms as announced on 22 September 2009, the Company is paying a price of CAD$0.40 per
AusPotash Share by the issue of two new Ordinary Shares for each AusPotash Share, the value of an
Ordinary Share having been agreed by the parties to be 11.25p per share (or CAD$0.20 per share).
Accordingly, 746,708 new Ordinary Shares will be issued to Easy Business and 2,240,122 new Ordinary
Shares will be issued to the Family Trust, equating to consideration based upon the agreed issue price
of 11.25p per Ordinary Share of £84,005 and £252,014 respectively.
AusPotash is a private Canadian company whose principal business activity is the acquisition,
exploration and development of mineral properties. AusPotash holds an interest in two exploration
permits covering lands overlying the "Boree Salt Member".
The Boree Salt Member lies within the Adavale Basin, which is located approximately 50 kilometres
(kms) south of Blackall, central western Queensland, some 650 kms inland from the Queensland coast and
840 kms west-northwest of Brisbane, Queensland.
For the 9 month period ended 31 May 2009, AusPotash reported a loss of CAD $870,521 on nil turnover
and had as at that date net assets of CAD$6,462,005.
AusPotash has not yet determined whether its mineral property interests contain mineral reserves that
are economically recoverable nor have any reserves or resources been established in accordance with an
internationally recognised mineral standard acceptable to AIM.
As a result of this Transaction, Sirius will own 68.38% of AusPotash.
Further information on AusPotash is set out in the Company's announcements of 22 and 29 September
2009.
Adavale
The terms of the acquisition were announced on 14 October 2009 whereby the Company agreed to acquire
100% of the Adavale Shares for 150,000,000 new Ordinary Shares issued at a price of 13p per share.
It is proposed that, in accordance with the terms made available to the vendors as a whole that the
Company acquires 4,922,916 and 14,768,751 Adavale Shares respectively in which Easy Business and the
Family Trust respectively have interests, representing in each case 2.47% and 7.43% of the issued
share capital of Adavale.
Accordingly, 3,712,500 new Ordinary Shares will be issued to Easy Business and 11,137,500 new Ordinary
Shares will be issued to the Family Trust, equating to consideration based upon the agreed issue price
of 13p per Ordinary Share of £482,625 and £1,447,875 respectively.
Adavale, is a privately held company incorporated in Queensland, Australia. It holds mineral
exploration permits covering nearly 400 sq km in the Adavale Basin in Queensland, allowing for the
exploration and extraction of salt and potash and the creation of caverns for the storage of natural
gas or potentially carbon dioxide. The two permit areas controlled by Adavale are the Listowel and the
Alva.
Adavale has not traded and has published no accounts. A valuation or competent person's report has not
been prepared in relation to these permits. However, the Company is in the process of commissioning a
report on the storage cavern and mineral potential.
As a result of this transaction, Sirius will own 100% of Adavale.
Further information on Adavale is set out in the Company's announcement of 14 October 2009.
Application to AIM
In conjunction with the Transactions, application will be made for the total of 17,836,830 new
Ordinary Shares, which will when issued rank pari passu with the existing Ordinary Shares in issue, to
be admitted to trading on AIM and trading, is expected to commence on 3 December 2009. The aggregate
market value of the new Ordinary Shares is £1,337,762 based upon the latest mid market price per
Ordinary Share of 7.5p as at 13 November 2009 (being the latest practical date prior to the printing
of the Circular).
AIM Rule 13
In addition, due to the interests of Jonathan Harrison and Richard Poulden in the Transaction as
explained above, this is a Related Party Transaction as defined in AIM Rule 13.
The Independent Directors, having consulted the Company's Nominated Adviser, Beaumont Cornish Limited,
consider that the terms of the Transactions as set out above are fair and reasonable insofar as the
Company's Shareholders are concerned.
Director's Interests
Following the issue of the new Ordinary Shares in relation to the Transactions, the direct and
indirect interests of the Directors' in the Ordinary Shares will be as follows:
Ordinary Shares Percentage of issued share capital
Richard Poulden 22,481,989 3.6
Jonathan Harrison 8,559,208 1.4
Nicholas Badham 9,367,067 1.5
Derek Stonley 366,665 0.1
Michael Mainelli nil nil
General Meeting
The General Meeting of the Company is to be held at the offices of the Company's solicitors, Pinsent
Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH at 11:30 a.m. on 2 December 2009.
Recommendation by the Board
The Independent Directors have reviewed the Transactions in the absence of Jonathan Harrison and
Richard Poulden and they consider that the terms of the Transactions are fair and reasonable insofar
as Shareholders are concerned. Accordingly, they unanimously recommend that Shareholders vote in
favour of the Transactions as they intend to do in respect of their aggregate holdings of 9,733,732
Ordinary Shares representing 1.6% of the Company's issued share capital. Jonathan Harrison and Richard
Poulden, due to our interests, will abstain from voting on the Resolutions in respect of 900,000 and
9,104,367 Ordinary Shares respectively and will arrange for Easy Business with 3,200,000 Ordinary
Shares to do likewise. The Family Trust holds no Ordinary Shares.
ENDS
Further Information:
Richard Poulden
Chairman, Sirius Exploration Plc. Tel: +971 556 232 672
Richard.poulden@siriusexploration.com
Jonathan Harrison (Financial Director) Mobile: + 44 78 7988 7755
Jonathan.harrison@siriusexploration.com
Beaumont Cornish
Roland Cornish Tel: +44 (0)20 7628 3396
Gth media relations
Toby Hall Tel: +44 (0)20 7153 8039
Christian Pickel Tel: +44 (0)20 7153 8036
Website: www.siriusexploration.com
DEFINITIONS
"Adavale Holdings" Adavale Holdings Pty Ltd, a company incorporated in Queensland,
Australia (ACN 139 754 064)
"Adavale Shares" ordinary shares in Adavale
"Acquisition Agreements" the Amended and Restated Lock-Up Agreement between the Company and R
Bruce Donovan, Olga Nikitovic, Stephen J White and Roger Steininger in
respect of the shares in AusPotash Corporation dated 11 September 2009
and the Share Sale Agreement between the Company and Transparent
Holdings, Ashton Nominees Inc, St Cloud Capital S.A., Circle Resources
Plc and Odaka Enterprises Inc in respect of the shares in Adavale
Holdings Pty Limited dated 14 October 2009, and "Acquisition
Agreement" shall mean either of them
"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange
from time to time
"AusPotash" AusPotash Corporation, a company incorporated in Ontario Canada under
registration number 02178861
"AusPotash Shares" common shares of AusPotash
"Board" or "Directors" the directors of the Company
"CAD" Canadian dollars
"Circular" the Circular
"Company" or "Sirius" Sirius Exploration Plc, a company incorporated in England and Wales
with registered number 4948435
"Directors" the directors of Sirius
"Easy Business" Easy Business Consulting Ltd
"Family Trust" the trust as referred to in this document in which members of the
family of Mr Richard Poulden are beneficiaries
"FSA" the Financial Services Authority
"General Meeting" the general meeting of the Company convened for 11.30 a.m. on 2
December 2009 to be held at the offices of Pinsent Masons LLP,
CityPoint, One Ropemaker Street, London EC2Y 9AH
"Independent Directors" Nicholas Badham, Michael Mainelli and Derek Stonley
"London Stock Exchange" the London Stock Exchange plc
"Ordinary Shares" ordinary shares of £0.0025 (0.25 pence) each in the capital of the
Company
"Resolutions" the resolutions to be proposed in relation to the Transactions
pursuant to section 190 of the Companies Act 2006 as set out in the
Notice of General Meeting
"Shareholder" or "Shareholders" a holder or holders of Ordinary Shares
"Transactions" the purchase of 1.3% of AusPotash and 9.89% of Adavale Holdings as
described in this Circular
Sirius Exploration