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Sirius Petroleum PLC (SRSP)

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Monday 14 February, 2011

Sirius Petroleum PLC

Cancellation of Existing Admission

RNS Number : 1379B
Sirius Petroleum PLC
14 February 2011

Not for release, publication or distribution in whole or in part in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other jurisdiction where it is unlawful to do so.





14 February 2011


Sirius Petroleum plc

("Sirius" or the "Company")


Cancellation of existing Admission to trading on AIM


Intention to seek new Admission to trading on AIM




In April 2007, the Company was admitted to trading on AIM as an investing company under the AIM Rules with a strategy to identify suitable investments in the oil and gas sector. The Company's primary focus has been the acquisition of marginal oil and gas fields in Nigeria.




The Company has identified a number of target opportunities. Amongst these opportunities was a 40 per cent. participating interest in the Ke Farm-out Area which was attractive as an initial project due to historical work having been carried out on the asset which would provide a short lead time between commencement of work on the asset and production. Accordingly, on 13 October 2010, the Company sent its Shareholders an admission document detailing the proposed acquisition of a 40 per cent. participating interest in the Ke Farm-out Area. The acquisition was conditional on, inter alia, Del Sigma procuring Renewal from the Department of Petroleum Resources in Nigeria, of the award of a 100 per cent. participating interest in the Ke Farm-out Area. The deadline for receipt of the Renewal was 31 December 2010. The Company received assurances that the Renewal would be forthcoming imminently and despite subsequent assurances, Del Sigma was unable to procure the Renewal by the deadline. At that point, the placing commitments that the Company had received from institutional and other investors, in respect of a £15.6 million (before expenses) fundraising, lapsed. 


The suspension of the Company's shares from trading on AIM, arising from Sirius entering into the Ke transaction has restricted the Company's ability to progress its other opportunities. Therefore, to eliminate this restriction and to allow the Company to re-admit to trading on AIM, the Company will terminate the Joint Operating Agreement so that it is under no further obligation to Del Sigma. However, the Company intends to enter into an option agreement whereby, if the Renewal is granted, the Company may, at its sole option, require Del Sigma to enter into an agreement on substantially the same terms as the joint operating agreement. 



Intention to seek new Admission to trading on AIM


The Board is pleased to announce that the Company will seek a new Admission to trading on AIM, and the Company will be classified as an Investing Company in accordance with Rule 8 of the AIM Rules for Companies (the "New Admission"). The Company's proposed Investing Strategy, which is subject to Shareholder approval at the Company's annual general meeting (the "AGM"), is included in the admission document which, it is intended, will be posted to shareholders shortly (the "Admission Document").


Following the New Admission, it is the Board's intention to identify suitable investments in the oil and gas sector. The Board intends that the first acquisition will be a Reverse Takeover (and will therefore require, inter alia, shareholder approval) to provide the Company with an operating business. Following the initial acquisition, the Board will re-evaluate the strategy of the Company. The first acquisition could be the Ke Farm-out Area, if the Renewal is awarded and if the Company decides to exercise its rights under the option agreement referred to above.


The Company has received assurances from potential subscribers of their willingness to subscribe for new Ordinary Shares to raise £3.5 million (before expenses). The proposed subscription price of 5 pence per share is the same as the placing price would have been, had the Del Sigma Transaction completed. The purpose of the Subscription is to raise additional funds to allow the Company to initiate the Investing Strategy, to meet the costs associated with the Del Sigma Transaction, to investigate potential investments and to provide the Company with general working capital.


Cancellation of existing Admission to trading on AIM


Having taken the decision to terminate the Ke transaction, pursuant to Rule 41 of the AIM Rules, the Company's trading facility on AIM will be cancelled from 8 a.m. on Tuesday 15 February 2011.


Toby Hayward, CEO of Sirius, commented, "The Company's Admission to AIM as an investing company affords us the flexibility to exploit  additional opportunities within the oil and gas sector whilst retaining the ability to enter into the Del Sigma Transaction, should the Renewal be granted and an option granted to us.  I would like to thank our shareholders for their considerable patience whilst the Company's shares were suspended from trading on AIM and we look forward to updating the market with our progress in due course."





Sirius Petroleum plc           

Toby Hayward / Mike Hirschfield


+44 (0) 20 7451 9800

Strand Hanson Limited (Nominated Adviser and Broker)

James Harris / James Spinney / Rory Chichester

+44 (0) 20 7409 3494


Gable Communications (PR)                                                               +44(0) 20 7193 7463

John Bick

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