Convertible Bond Offering Circular

SIRIUS MINERALS FINANCE NO.2 LIMITED

Publication of Offering Circular

The following offering circular (the Offering Circular) has been approved by the Financial Conduct Authority and is available for viewing:

Offering Circular dated 21 May 2019 relating to the issue of U.S.$506,600,000 5 per cent. Guaranteed Convertible Bonds due 2027

To view the full document, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/7349Z_1-2019-5-21.pdf

A copy of the Offering Circular will also be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

For further information, please contact:

Sirius Minerals Finance No.2 Limited

47 Esplanade

St. Helier

Jersey JE1 0BD

Telephone: +44 845 524 0247

Attention: Jennifer Wyllie

Tristan Pottas

Email: [email protected]

Election of home Member State under the Transparency Directive

The issuer hereby elects the United Kingdom as its home Member State for the purposes of the Transparency Directive (Directive 2004/109/EC, as amended).

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Offering Circular may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Offering Circular) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Offering Circular is not addressed. Prior to relying on the information contained in the Offering Circular you must ascertain from the Offering Circular whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.