Canada: Nautilus Files Final Prospectus for Fully Backstopped Rights Offering

Nautilus Minerals Inc. (the “Company” or “Nautilus”) has 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 (844x$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.

[mappress]
Press Release, April 16, 2013