Toronto Ontario, February 10, 2016 – Nautilus Minerals Inc. (TSX:NUS, OTCQX:NUSMF, OTC:NUSMF Nasdaq Intl Designation) (the “Company” or “Nautilus”) announces that it has today filed a preliminary short form prospectus within each province of Canada, other than Quebec, in respect of a rights offering to raise gross proceeds of up toC$103M through the issuance of rights to subscribe for an aggregate of 686,666,666 common shares at a subscription price of C$0.15 per common share.
The record date and the expiry date for the rights offering will be determined at the time of filing a final short form prospectus. The rights offering will include an additional subscription privilege under which holders of rights who fully exercise their rights will be entitled to subscribe for additional common shares of the Company, if available, that were not otherwise subscribed for under the rights offering.
The Company is also registering the offer and sale of the shares issuable on exercise of the rights within the United States with the United States Securities and Exchange Commission on a Form F-7 registration statement under the U.S. Securities Act of 1933, as amended.
The Company has not received any standby commitments in respect of the offering. However, the Company’s two largest shareholders, MB Holding Company LLC and Metalloinvest Holding (Cyprus) Limited, which, together with their affiliates, collectively hold approximately 48% of the outstanding common shares of the Company, have each indicated to the board of directors of the Company their present intention to participate in the offering by exercising all or a portion of their basic subscription privilege. Pursuant to applicable regulatory requirements, completion of the rights offering is not subject to raising a minimum amount of proceeds.
The net proceeds from the offering will be used by the Company to advance the construction and development of the Company’s Seafloor Production System and for general working capital requirements. As detailed in the “Use of Proceeds” section of the preliminary prospectus, as at January 31, 2016, the outstanding contract values for certain equipment forming part of the Seafloor Production System (namely, the Seafloor Production Tools, Riser and ancillary equipment, and Subsea Slurry Lift Pump) total approximately US$52.5 million, and the net proceeds from the offering, together with the Company’s existing cash and cash equivalents which were approximately US$52.2 million as at January 31, 2016, are expected to be applied towards such outstanding contract values following the closing of the offering. In order to complete the entire Seafloor Production System for initial deployment and testing operations, including integration of the Company’s equipment into, and completion of, the production support vessel, Nautilus will need to obtain additional funding in excess of the maximum proceeds that can be raised under the rights offering.
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 preliminary prospectus is available electronically by visiting SEDAR at www.sedar.com and the Form F-7 registration statement is available electronically by visiting EDGAR at www.sec.gov.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
For more information please refer to www.nautilusminerals.com