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Global Gaming Technologies

The following information on Sirius Petroleum Plc is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies
(Updated 05 September 2008)

1 BUSINESS DESCRIPTION

Sirius Petroleum Plc is a UK registered company whose shares are listed on the London Stock Exchange’s AIM. 

As previously announced, Sirius is currently considering a number of opportunities in the oil and gas sector with particular focus in Nigeria. Whilst discussions have been encouraging, the Company is at a very early stage in its consideration of potential targets. Sirius has an agreement in place with Taglient Oil Nigeria Limited, a Nigerian private company owned and managed by Nigerian nationals who have considerable knowledge and contacts within the Nigerian Oil industry. Under this agreement, Taglient has agreed, among other things, to use all its reasonable efforts to seek out opportunities for Sirius to acquire interests in oil and gas fields in Nigeria. A Nigerian joint-venture company has also been formed and named Sirius Taglient Petro Limited.  This is necessary for the grant of permits and licences to carry out business locally.

2 COMPANY’S DIRECTORS

Babatunde Agboola, (Chairman) - aged 57, obtained a BS degree in Chemistry from Illinois State University, and a Master of Science degree in chemical engineering from Arizona State University. He started his professional career with Mobil Producing Nigeria, a Nigerian subsidiary of Exxon Mobil which undertook all upstream activities, where he held the key position of Senior Project Manager prior to his retirement to take up appointments on the boards of several energy services and E&P companies including Fieldspargroup Limited and Dantose Energy Services Limited. His experience spans over 30 years in the oil and gas industry.

Toby Hayward - aged 49 is a Chartered Accountant and has been an investment banker since 1984. He was a Director of Corporate Finance at Singer & Friedlander Limited and Henry Ansbacher & Co. Limited before working in the Oil & Gas team at Canaccord Capital Limited. He joined Jefferies International Limited as a Managing Director in 2005 with responsibility for the UK Equity Capital Markets and listed clients in the E&P sector. He left Jefferies in June 2008 to concentrate on a number of private interests and, in addition, he was appointed Non-Executive Chairman of Severfield Rowen Plc in May 2008.

Olukayode Kuti - aged 23, obtained a Bachelor of Arts from Duke University, USA. He studied Economics & Psychology and also received a Markets and Management Certificate. Since University he has worked as an investment advisor for a South African investment fund, Huxton Capital. He was instrumental in the formation and structuring of contacts in Nigeria.

Mike Hirschfield, BSc (Econ), FCA - aged 44, qualified as a Chartered Accountant with Peat Marwick in 1988. He has held senior management positions with a number of companies including group finance director of Utilitec plc and group finance executive of Lupus Capital plc. He is currently a director of Canisp plc, a company whose shares are traded on AIM as well as of a number of private companies including Kitwell Consultants Limited, which acts as company secretary to several listed companies.

Graham Porter - aged 45, has over 26 years’ experience in the metal exchange markets. Graham worked as a metal broker in the City for 13 years, spending eight of these years with Billiton Enthoven Metal Brokers, before leaving the City in 1991 and moving overseas where he has been based ever since.

3 DIRECTORS RESPONSIBILITIES

There are currently five Non-Executive Directors and no Executive Directors on the Board.  The Non-Executive directors are responsible for preparing the accounts in accordance with applicable law and regulations.  Company law requires the directors to prepare accounts for each financial year.  Under that law the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).  The accounts are required by law to give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period.

In preparing the Company’s accounts, the directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts;
  • prepare the accounts on the going concern basis unless it is inappropriate to presume that the group will continue in business

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors will implement such corporate governance procedures and establish such committees of the Board as will be required, including audit and remuneration committees, for it to comply with the terms of the Combined Code upon completion of the first significant acquisition by the Company, in so far as is appropriate for a company of its size.  The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Company. These controls will be reviewed in light of significant acquisitions and adjusted accordingly.

4 INCORPORATION

Sirius Petroleum Plc is incorporated in England and Wales (Company no. 05181462) and its main country of operation is UK with operating subsidiaries in Nigeria. 

5 CONSTITUTIONAL DOCUMENTS

Copies of the Company’s constitutional documents can be downloaded below:

Articles of Association

Memorandum of Association

6 SHARES IN ISSUE

The number of shares in issue is 455,494,385 and there are no shares held in treasury.  Insofar as the Company is aware, the percentage of AIM securities that is not in public hands is 48.55%

7 MAJOR SHAREHOLDINGS

As at August 2008, the Company is aware of the following shareholders holding 3 per cent. or more of the issued share capital of the Company:

Corvus Capital Inc18.32%
Brewin Nominees (Channel Islands)10.10%
Sirius Oil & Gas Limited10.10%
Taglient Oil Nigeria Limited10.03%
W B Nominees Limited5.19%
Mr Toby Hayward4.94%
Mr Babtunde Agboola4.39%
Pershing Nominees Limited3.85%
OMX Securities Nominees Limited3.45%

TR1 notices should be sent to Kitwell Consultants Ltd. Fax: +44 (0) 870 389 6998

8 SHARE RESTRICTIONS

There are no restrictions on the transfer of Sirius Petroleum’s shares. 

9 EXCHANGE/TRADING PLATFORMS

The securities of Sirius are traded on AIM, the market of that name operated by London Stock Exchange plc.  Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platforms.

10 FINANCIAL REPORTS

The most recent published annual report and interim report can be accessed here in addition to the Company’s AIM Admission document. Right click and save as to download:

Circular - EGM Notice - Name change to Sirius Petroleum plc

Interim Results 2007

Annual Report 2006

AIM Admission document

11 ALL NOTIFICATIONS MADE BY US IN THE LAST 12 MONTHS

A copy of the Company’s last 12 months of press releases can be accessed here.

12 ADVISERS

Company contact

Company contact tel: +44(0)870 389 6999


Company Secretary

Kitwell Consultants Limited

Kitwell House, The Warren

Radlett

Hertfordshire, WD7 7DU


Nomad & Broker
Canaccord Adams
Cardinal Place
7th Floor
80 Victoria Street
London SW1E 5JL
tel: +44 (0) 207 050 6500
AuditorsAdler Shine LLP
Aston House
Cornwall Avenue
London N3 1LF
SolicitorsFladgate Fielder
25 North Row
London W1K 6DJ
RegistrarsCapita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0LA