Sirius Exploration
LSE : SXX

November 16, 2009 11:55 ET

Notice of General Meeting

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



Contact Information

  • Sirius Exploration