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| ||February 05, 2007|
US$75 million North American Private Placement, Pricing of Units
| ||NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES|
Press Release Number 2007-07
Vancouver B.C., February 5, 2007 - Nautilus Minerals Inc. (TSXV:NUS and AIM:NUS & NUSR) (the "Company" or "Nautilus") is pleased to announce that, further to its press release dated December 22, 2006, the Company and the syndicate of agents led by Salman Partners Inc. and including BMO Capital Markets, GMP Securities L.P., TD Securities Inc., Blackmont Capital Inc. and Westwind Partners Inc. have agreed to price the brokered private placement at C$4.35 per Unit (equal to US$3.69 or 187 pence). The previously announced over-allotment option has been granted to and exercised by the agents and, accordingly, the agents and the Company have agreed to a fully marketed private placement on a reasonable best efforts basis of up to 20,344,850 Units for gross proceeds of up to C$88.5 million (equal to US$75 million or £38 million) (the "Offering").
The Offering is expected to close on or about February 20, 2007 (the "Closing") and remains subject to necessary approval of the TSX Venture Exchange ("TSXV") and other usual conditions to closing.
David Heydon, Chief Executive of the Company, commented: "The above financing is the next piece in our business plan to enable us to develop a low cost base metal mine based on seafloor massive sulphide copper-zinc-gold silver deposits. This financing from North American institutional investors will complement the US$100 million UK financing announced earlier this month and the US$99.6 million financings completed late last year by Anglo American, Teck Cominco and Epion. Upon Closing this proposed financing, Nautilus will have raised about US$295 million in the first nine months since listing on the TSXV providing a strong capital base to fund the Company's plans."
As previously announced, each Unit will consist of one common share of the Company and one-half of one warrant of the Company. Each whole warrant ("Warrant") will entitle the holder to purchase one additional common share of the Company at a price of C$5.655 per share for a period of 24 months following the Closing. In the event that the volume weighted average price of the Company's common shares on the TSXV exceeds C$6.525 for a period of at least 20 trading days, Nautilus will have the right to give notice to the holders of Warrants that the Warrants will expire if not exercised within 30 days, provided that such notice may not be given until the date that is four months and one day after the Closing.
The net proceeds of the Offering will be used to advance the Company's exploration and development activities at the Solwara Projects in Papua New Guinea and the other areas in the western Pacific Ocean Region, and for general working capital purposes.
The agents will receive a 5% cash commission of the gross proceeds of the Offering on the Closing and broker warrants exercisable for up to 368,448 common shares at a price of C$5.655 per share for a period of 24 months following the Closing, assuming a fully sold Offering.
In addition to the four month hold period imposed by applicable Canadian securities laws and the policies of the TSXV, all purchasers under the Offering will be restricted from selling, transferring, pledging or otherwise trading the shares forming part of the Units and underlying the Warrants through the facilities of any stock exchange in Canada or the United Kingdom until four months and one day after the closing.
Exchange rates used herein: C$1.00 equal to US$0.85 and £0.43.
About Nautilus Minerals Inc.
Nautilus is the first company to commercially explore the ocean floor for high grade gold-copper-zinc-silver seafloor massive sulphide deposits and is positioned to become a world leader in underwater mineral exploration. The Company's main focus for 2007 is the Solwara 1 Project, located in the territorial waters of Papua New Guinea in the western Pacific Ocean. Shareholders of the Company include resource companies Anglo American, Teck Cominco and Barrick Gold.
Legal Note on Forward-Looking Statements
Any statements made in this press release which are not statements of historical facts may constitute "forward-looking statements," including those concerning the Company's goals, assumptions or expectations. Forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ including, but not limited to, uncertainties concerning the closing of the Offering, receipt of necessary regulatory approvals, and the lack of any assurance that the Company will receive the necessary governmental approvals to proceed with the development of Solwara Project. These risks are generally outlined in the Company's disclosure filings with the British Columbia Securities Commission. For more information on the Company, investors should review the Company's public filings, available at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.
For more information please refer www.nautilusminerals.com or contact:
Nautilus Minerals Inc. (Vancouver)
Tel: +1 (778) 785 7591
President & CEO
Mr. David Heydon,
Tel: +1 (778) 785 7591
Neither the TSX Venture Exchange nor the London Stock Exchange accept responsibility for the adequacy or accuracy of this release.
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