TORONTO, ONTARIO--(Marketwired - April 15, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Nautilus Minerals Inc. (TSX:NUS)(OTCQX:NUSMF) (the "Company" or "Nautilus") has today filed a final short form prospectus in each province of Canada, other than Quebec, in respect of its previously announced fully backstopped rights offering to raise gross proceeds of C$40,000,000 through the issuance of rights to subscribe for an aggregate of 200,000,000 common shares at a subscription price of C$0.20 per common share. The offering is being made to all eligible existing shareholders, as disclosed in the final prospectus.
One of the Company's major shareholders, MB Holding Company LLC, through a wholly owned subsidiary, will act as Standby Purchaser in respect of the full offering by purchasing all of the common shares that are not otherwise subscribed for by eligible existing shareholders under the offering, subject to certain conditions as disclosed in the Standby Purchase Agreement, which has been filed on SEDAR, in consideration for a fee of C$2 million.
Nautilus' CEO, Mike Johnston, commented, "We felt it was important that all eligible existing shareholders were provided with an opportunity to participate in the current offering and we are very pleased with the demonstration of support from MB to ensure the offering is a complete success which will enable the Company to be in the best possible position to advance the Solwara 1 Project following resolution of the dispute with the State of PNG."
The net proceeds from the offering will be used by the Company to continue funding its three key contracts related to its Seafloor Production System, intended to be used at the Company's Solwara 1 Project.
The offering is being made to the holders of Nautilus' common shares of record at the close of business (Vancouver time) on April 25, 2013. The rights available under the offering will be eligible for exercise from May 1, 2013 until 2:00 p.m. (Vancouver time) on May 31, 2013.
The Company will issue one right for each outstanding common share. Each right will be exercisable to acquire 0.844335 common shares of the Company, upon payment of the subscription price. Fractional shares will not be issued. To illustrate: a holder of 1,000 shares as of the record date would, subject to the laws of their jurisdiction, be issued 1,000 rights, which would entitle him or her to subscribe for 844 shares for a price of C$168.80 (844 x $0.20).
The prospectus and a rights certificate will be mailed to each shareholder of record on April 25, 2013, subject to applicable law. The rights will be posted for trading on TSX (on a "when issued" basis), and the Company's common shares will commence trading on TSX on an ex-rights basis on April 23, 2013, and will continue until 9:00 a.m. (Vancouver time) on May 31, 2013.
The offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the Toronto Stock Exchange.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Jefferies LLC acted as advisor to the Special Committee of the Board of Directors of Nautilus in relation to the rights offering.
The prospectus is available electronically at www.sedar.com .
With respect to the United Kingdom, the securities offered under the final prospectus are only available to: (i) persons outside the United Kingdom; or (ii) persons in the United Kingdom who are: (a) a "qualified investor" within the meaning of Section 86(7) of FSMA, acting as principal or in circumstances where Section 86(2) FSMA applies; and (b) also within the categories of persons referred to in Article 19 (investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order (all such persons together being referred to as "relevant persons"). Such securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document contains no offer of transferable securities to the public in the United Kingdom within the meaning of sections 85(1) and 102B FSMA. This document is not a prospectus for the purposes of Section 85(1) FSMA. Accordingly, this document has not been examined or approved as a prospectus by the FSA under Section 87A FSMA or by the London Stock Exchange and has not been filed with the FSA pursuant to the United Kingdom Prospectus Rules nor has it been approved by a person authorized under FSMA, for the purposes of Section 21 FSMA.
Certain of the statements made in this news release may contain forward-looking statements within the meaning of the United States Securities Exchange Act of 1934 and forward-looking information within the meaning of applicable Canadian securities law. Forward-looking statements and forward-looking information include, but are not limited to statements or information with respect to the completion of the rights offering in the time frame noted, the agreement with a shareholder to act as standby purchaser, the use of proceeds of the offering, the advancement of the Solwara 1 Project and the resolution of the dispute with the State of PNG. We have made numerous assumptions about the material forward-looking statements and information contained herein. Even though our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that the forward-looking statement or information will prove to be accurate. Forward-looking statements and information by their nature involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements or information. Such risks, uncertainties and other factors include, among others, the risk that the rights offering is not successfully concluded, that regulatory approval in respect of the rights offering is not received, variations and management's discretion in applying the net proceeds of the offering and that the dispute with the State of PNG will not be resolved in a reasonable period of time and may be resolved in a manner adverse to Nautilus. Should one or more of these risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information. Although we have attempted to identify factors that would cause actual results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actual results, performances, achievements or events to not be as anticipated, estimated or intended. Also, many of the factors are beyond our control. Accordingly you should not place undue reliance on forward-looking statements or information. Except as required by law, we do not expect to update forward-looking statements and information as conditions change and you are referred to the full discussion of Nautilus's business and risk factors contained in Nautilus's reports filed with the securities regulatory authorities in Canada.
About Nautilus Minerals Inc.
Nautilus is the first company to explore the ocean floor for polymetallic seafloor massive sulphide deposits. Nautilus was granted the first mining lease for such deposits at the prospect known as Solwara 1, in the territorial waters of Papua New Gu inea, where it is aiming to produce copper, gold and silver. The company has also been granted its environmental permit for this site.
Nautilus also holds more than 500,000 km 2 of highly prospective exploration acreage in the western Pacific; in PNG, the Solomon Islands, Fiji, Vanuatu and Tonga, as well as in international waters in the eastern Pacific.
A Canadian registered company, Nautilus is listed on the TSX:NUS stock exchange and OTCQX:NUSMF. Its corporate office is in Brisbane, Australia. Its major shareholders include Metalloinvest, the largest iron ore producer in Europe and the CIS, which has a 21% holding, global mining group Anglo American, which holds an 11.1% interest and MB Holding, an Oman based group with interests in mining, oil & gas, which holds a 16.7% interest.
Neither the TSX nor the OTCQX accepts responsibility for the adequacy or accuracy of this press release.
