Key points
- Epion agreed to amend the subscription agreement, which originally required completion by Oct. 17, 2007, to give Nautilus time to hold a shareholder meeting.
- The placement will increase Epion’s stake in Nautilus to approximately 23.2 per cent of the issued share capital.
- Nautilus will seek shareholder approval to amend 750,000 Epion warrants, expiring June 1, 2008 and exercisable at US$5 per share, to remove a restriction blocking exercise above 19.9 per cent ownership.
- Epion has agreed that if a board-recommended takeover bid is made for Nautilus, it will accept the bid or make a higher counter offer, matching obligations already held by Anglo American, Teck Cominco and Barrick Gold.
The Toronto Stock Exchange has approved the terms and conditions of Nautilus Minerals Inc.’s private placement to Epion Holdings Ltd., announced in Stockwatch news on Sept. 27, 2007, subject to shareholder approval being received by Dec. 25, 2007. The company will schedule a meeting of shareholders as soon as practicable to allow shareholders to consider the private placement.
Epion has agreed to amend the subscription agreement which required the transaction to be completed on or before Oct. 17, 2007, to provide the company with sufficient time to arrange a meeting of shareholders.
David Heydon, Nautilus’s chief executive officer, commented, “The recent uplift in the company’s share price reflects the positive impact from securing an additional $39-million (U.S.) to enable the company to commit to its full exploration program for 2008 and 2009 so that the company can maintain its momentum and continue to develop a pipeline of projects.”
Mr. Heydon added: “Shareholders receive the added benefit that Epion has agreed, as part of the private placement, that if a takeover bid is made for Nautilus and recommended by the board, that Epion will accept the bid or make a higher counter offer. This brings Epion into line with the other major shareholders, Anglo American, Teck Cominco and Barrick Gold who are under a similar obligation. This ensures that none of these significant shareholders can block a takeover bid recommended by the board, allowing shareholders to enjoy the full value of any such bid.”
As announced in Stockwatch on Sept. 27, 2007, the placement will take Epion’s holding in the company to approximately 23.2 per cent of the issued share capital. The company will request shareholder approval to amend the terms of 750,000 warrants issued previously to Epion, to remove the restriction that prevents Epion from exercising the warrants, if to do so, would take their shareholding to over 19.9 per cent. The restriction now represents a disincentive for Epion to exercise its warrants which is clearly not in the best interests of the company. This amendment relates to 750,000 warrants which expire on June 1, 2008, with each warrant exercisable at $5 (U.S.) ($5 (Canadian), 2.48 United Kingdom pounds sterling) for a share.
(i) Exchange rate used in this announcement $1 (Canadian) equals 0.4955 U.K. pounds sterling equals $1 (U.S.).
