Nautilus Minerals 20.34-million-share private placement

The TSX Venture Exchange has accepted for filing documentation with respect to a brokered private placement announced Jan. 24, 2007.

Number of shares:  20,344,850

Number of shares:  20,344,850

Purchase price:  $4.35 per share

Purchase price:  $4.35 per share

Warrants:  10,172,423 share purchase warrants to purchase 10,172,423 shares

Warrants:  10,172,423 share purchase warrants to purchase 10,172,423 shares

Warrant exercise price:  $5.655 for a 24-month period. In the event that the volume-weighted average price of the company’s common shares exceeds $6.525 per share for a period of at least 20 trading days, the company may give notice 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 issue of the warrants.

Warrant exercise price:  $5.655 for a 24-month period. In the event that the volume-weighted average price of the company’s common shares exceeds $6.525 per share for a period of at least 20 trading days, the company may give notice 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 issue of the warrants.

Number of placees:  116

Number of placees:  116

Agents:

Salman Partners Inc., BMO Nesbitt Burns Inc., GMP Securities LP, TD Securities Inc., Blackmont Capital Inc., Westwind Partners Inc.

Agents:

Salman Partners Inc., BMO Nesbitt Burns Inc., GMP Securities LP, TD Securities Inc., Blackmont Capital Inc., Westwind Partners Inc.

Commission:  Salman Partners Inc. receives $1,701,984.30 and 128,955 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

BMO Nesbitt Burns Inc. receives $693,045.48 and 61,409 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

GMP Securities LP receives $713,341.28 and 61,409 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

TD Securities Inc. receives $685,415.48 and 61,409 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

Blackmont Capital Inc. receives $412,993.29 and 36,845 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

Westwind Partners Inc. receives $207,357.74 and 18,422 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

Other subagents receive $10,867.30.

Commission:  Salman Partners Inc. receives $1,701,984.30 and 128,955 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

BMO Nesbitt Burns Inc. receives $693,045.48 and 61,409 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

GMP Securities LP receives $713,341.28 and 61,409 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

TD Securities Inc. receives $685,415.48 and 61,409 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

Blackmont Capital Inc. receives $412,993.29 and 36,845 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

Westwind Partners Inc. receives $207,357.74 and 18,422 broker warrants, where each warrant is exercisable for one share at a price of $5.655 per share for a 24-month period.

Other subagents receive $10,867.30.

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