VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 30, 2007) - Nautilus Minerals Inc. (TSX VENTURE:NUS) (the "Company" or "Nautilus") is pleased to announce that it has entered into an agreement with Numis Securities Limited ("Numis") in which Numis has agreed to underwrite the equity capital offering announced on December 22, 2006 under which the Company will raise gross proceeds of US$100 million (equal to Pounds Sterling 51 million or C$118 million) through the issue of 27,438,606 common shares ("New Shares"), including 5,499,109 common shares to Epion Holdings Limited ("Epion"), at a price of 185 pence (equal to C$4.29) per share (the "Placing"). In conjunction with the Placing, the Company is seeking admission to trading of all of its issued common shares on AIM, a market operated by the London Stock Exchange plc ("Admission").
David Heydon, President of the Company, commented: "This is the next piece in our business plan, since our IPO only nine months ago, to develop a low cost base metal mine based on seafloor massive sulphide copper-zinc-gold silver deposits. This financing from institutional investors compliments the US$99.6 million financings late last year by Anglo American, Teck Cominco and Epion."
The net proceeds of the Placing, when taken alongside its existing cash resources of approximately US$111 million and other sources of capital are expected, subject to timely permitting, to be sufficient to fund the Company into production at its primary project, Solwara 1, in the territorial waters of Papua New Guinea. The funds are planned to be deployed by the Company in the detailed design and construction of sub sea mining equipment, including two mechanical miners, power umbilicals, pumps, a 1,800 metre riser pipe and related handling equipment, as well as subject to permitting, the construction of an on-shore concentrator plant and the acquisition of the necessary land on which to build the plant and port.
The Placing is conditional on Admission and the approval of the TSX Venture Exchange. It is expected that the approval of the TSX Venture Exchange will be received prior to Admission and that Admission will become effective and dealings will commence in the common shares of the Company on AIM on February 2, 2007. The Placing may be terminated in certain circumstances, including adverse business, financial and political conditions.
Numis is a leading UK independent, investment banking and broking group. In addition to acting as the underwriting agent in connection with the Placing, Numis will act as the Company's Nominated Adviser and Broker upon Admission.
Numis will receive on closing a 5% cash commission of the gross proceeds of the Placing (excluding the gross proceeds resulting from the common shares acquired by Epion) and broker warrants entitling it to purchase an aggregate of 549,395 common shares at a price of 231 pence (equal to C$5.37) at any time within 24 months after closing. Out of this commission, Numis will pay a 4% cash commission to Lodge Partners Pty Ltd ("Lodge"), an Australian corporate broker, in relation to 2,733,378 common shares placed with Lodge by Numis. M&A Advisors Limited will receive on closing a 10% cash commission on the gross proceeds resulting from the common shares acquired by Epion and broker warrants entitling it to purchase an aggregate of 549,910 common shares at a price of US$4.24 (equal to 215 pence or C$4.99), or such other price as may be approved by the TSX Venture Exchange, at any time within 24 months after closing.
In addition, certain shareholders and insiders of the Company and their associates, including the Company's Directors, executives of the Company and Epion, have agreed that, upon Admission, they will not sell any common shares either owned by them or acquired by them on or after the date of Admission for a period of twelve months following Admission. Furthermore, David Heydon, Janis Heydon and Russell Debney have entered into a separate agreement with Numis in which Numis has agreed, in light of the fully subscribed Placing, to underwrite the sale of 908,117 common shares of the Company owned by them at the same price per common share as the New Shares.
Exchange rates used herein: US$1.00 equal to Pounds Sterling 0.51 or C$1.18 and Pounds Sterling 1.00 equal to C$2.32.
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 private placement, the Admission of the Company's common shares for trading on AIM, a market operated by the London Stock Exchange plc, 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 FURTHER INFORMATION PLEASE CONTACT:
Nautilus Minerals Inc.
Nautilus Minerals Inc.
Mr. David Heydon
President & CEO