SUB Subsea Res.

RNS Number:0814N
SubSea Resources PLC
01 February 2008


SubSea Resources PLC
('SubSea' or 'the Company')


Response to Public Censure by the London Stock Exchange

SubSea is an AIM-traded company which specialises in the research, survey and
salvage of high value non-ferrous metals and other valuable cargoes from
deep-water ship-wrecks.

The Board of SubSea notes that the London Stock Exchange has today announced a
Public Censure of SubSea in respect of breaches of the AIM Rules during the
period from September 2005 to October 2006.

The full text of the Censure is available on 
www.londonstockexchange.com/aimnotices.

The following text is extracted from the Censure:

"SANCTION"


In determining the appropriate sanction against SubSea in respect of the above
breaches of the AIM Rules during the period from September 2005 to October 2006,
the following matters have been taken into account:



The breaches set out in this public censure were serious in nature, including
(but not limited to):

-          notification of misleading information to the market;

-          failure to notify the market, without delay, of material
developments, particularly in respect of SubSea's revenue forecasts; and

-          failure to seek and/or take into account advice from its nominated
adviser regarding the application of the AIM Rules.



-           SubSea's share price decreased by 24% following the announcement of
changes in its future work programme and revised revenue forecasts on 16 October
2006. There was a further decrease of 17% following the Company's announcement
on 1 November 2006 that the S&L agreement would not complete and giving a
progress report on Project Celia.



-           On announcing that it was unlikely to secure a ship for interest
contract for the 2007 season and that the previously located wreck Ella had not
definitively been proven to be the Ella on 12 February 2007, SubSea's share
price decreased by 46%. It dropped by a further 10% when it was announced that
this wreck was not Ella on 9 October 2007.



-           The number, nature and duration of the breaches evidence a disregard
for the AIM Rules by SubSea, amounting to reckless conduct.



-           SubSea's Board of Directors has undergone significant changes since
the matters referred to in this public censure took place during the period from
September 2005 to October 2006.  New controls have been put in place by SubSea
in relation to the Board's decision-making procedures, the seeking of advice
from its nominated adviser and the release of RNS announcements.



-           As announced on 27 December 2007, SubSea's interim results for the
six months ended 30 September 2007 were subject to an emphasis regarding its
ability to continue as a going concern.  The interim results also stated that
SubSea "will require debt, equity or an alternative source of financing within
the first few weeks of Calendar 2008". In light of the doubts as to SubSea's
ability to continue as a going concern, and in order to facilitate SubSea's
attempts to obtain new financing, the Exchange has not, in this instance, sought
the imposition of a fine."



The Board, which has fully co-operated with the London Stock Exchange and its
enquiries, completely accepts the findings of the Public Censure.



As set out in the Annual Report for the year ended 31 March 2007 ('Annual Report
2007'), the Board supports high standards of corporate governance and intends to
comply, as far as is practicable, with the Combined Code on Corporate Governance
published in July 2003 and updated in June 2006 ("the Combined Code") and
follows the recommendations on corporate governance of the Quoted Companies
Alliance ("QCA"), in each case to the extent reasonable, in the Board's view,
for a public company of SubSea's current size and nature.



The Board is responsible to shareholders for the overall management of the
Company. The Board formulates and agrees the overall corporate strategy and
management of the individual businesses. Briefing papers are circulated on a
timely basis on various routine matters and any issues where a decision is
required. The Board has adopted a formal schedule of matters reserved to it for
decision. Since January 2007 the Board has generally met fortnightly. The Board
believes that this approach has substantially improved the Company's governance
and its financial and operational controls.



The Annual Report 2007 explained that the formal framework for Corporate
Governance at SubSea had been updated (including the Terms of Reference of the
Audit, Nomination and Remuneration Committees). For the first time, the Annual
Report 2007 contained a section on each of Corporate Governance and Risk
Factors.



Full details are available on the Company's website www.subsearesources.com.



Further to SubSea's Interim Results announced on 27 December 2007, the Company
continues to face financial difficulties and the Board is urgently seeking
further financing.  A further update will be made as soon as possible.



Ric Piper, Chairman, comments:



"SubSea's Board has undergone significant changes since the matters referred to
in this public censure took place during the period from September 2005 to
October 2006. New controls, which the Board believes are substantially improved,
have been put in place in relation to the Board's decision-making procedures,
the seeking of advice from the Company's nominated adviser and the release of
RNS announcements."



1 February 2008



ENQUIRIES:


Subsea Resources PLC                                 Tel:+44 (0)20 7495 8696
Ric Piper, Chairman
Edward Cox, Chief Financial Officer

HB Corporate                                         Tel:+44 (0)20 7510 8600
Rod Venables

College Hill
Gareth David                                         Tel:+44 (0)20 7457 2020


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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