Nautilus Minerals Inc. has provided the results of its annual general meeting (AGM) held today, June 4, 2008, and additional matters as set forth below.
AGM — report of voting results
Pursuant to Section 11.3 of Canadian National Instrument 51-102 Continuous Disclosure Obligations, the company provides the following report on the voting results of the matters considered at the AGM, the particulars of which are set out in more detail in the company’s information circular, dated April 14, 2008.
Number of directors: The shareholders approved setting the number of directors of the company at six. Election of directors: Geoffrey Loudon, David De Witt, David Heydon, Russell Debney, Farhad Moshiri and John O’Reilly were elected as directors of the company for the ensuing year. Appointment and remuneration of auditor: PricewaterhouseCoopers LLP was reappointed the auditor of the company for the ensuing year and the directors were authorized to fix their remuneration. Amended stock option plan: An amended 10-per-cent “rolling” stock option plan that replaces the company’s existing 10-per-cent “rolling” stock option plan was approved to facilitate the administration of the company’s stock options on a going-forward basis.
Number of directors: The shareholders approved setting the number of directors of the company at six.
Election of directors: Geoffrey Loudon, David De Witt, David Heydon, Russell Debney, Farhad Moshiri and John O’Reilly were elected as directors of the company for the ensuing year.
Appointment and remuneration of auditor: PricewaterhouseCoopers LLP was reappointed the auditor of the company for the ensuing year and the directors were authorized to fix their remuneration.
Amended stock option plan: An amended 10-per-cent “rolling” stock option plan that replaces the company’s existing 10-per-cent “rolling” stock option plan was approved to facilitate the administration of the company’s stock options on a going-forward basis.
None of the matters considered at the AGM required the vote to be conducted by ballot.
New chief executive officer and president
The company reported in Stockwatch on April 14, 2008, that, as part of the company’s succession plan, Stephen Rogers had been selected as the company’s new president and CEO. The transition with Mr. Heydon, the company’s outgoing president and CEO, has been completed, and the company is pleased to announce that Mr. Rogers has been appointed as president and CEO, effective immediately.
Nautilus’s outgoing CEO and president, Mr. Heydon, commented: “I have been working closely with Steve Rogers over the last 18 months, and we have built a strong relationship. This has enabled us to complete a smooth and effective handover in the last months. I look forward to continuing to work with Steve in my new capacity as non-executive director.”
New director
Following the AGM, the board of directors of the company resolved to increase the size of the board to seven members and appointed Mr. Rogers as an executive director of the company.
The company is required to disclose under the AIM rules for companies the following information in relation to the appointment of Mr. Rogers (53) as a director of the company:
Current directorships and partnerships held by Mr. Rogers: nilDirectorships and partnerships held by Mr. Rogers in the last five years: Clough Java Offshore Pte. Ltd., Clough Oil & Gas India Pty. Ltd., Clough Singapore Constructor Pte. Ltd., Clough Sino-Thai Co. Ltd., Clough (Thailand) Co. Ltd., Clough U.K. Ltd., PT Clough (Commissioner), Peritia Project Management Pty. Ltd.
Current directorships and partnerships held by Mr. Rogers: nil
Directorships and partnerships held by Mr. Rogers in the last five years: Clough Java Offshore Pte. Ltd., Clough Oil & Gas India Pty. Ltd., Clough Singapore Constructor Pte. Ltd., Clough Sino-Thai Co. Ltd., Clough (Thailand) Co. Ltd., Clough U.K. Ltd., PT Clough (Commissioner), Peritia Project Management Pty. Ltd.
There is no further information, in connection with his appointment, which is required to be disclosed in accordance with Rule 17 and Schedule 2(g) of the AIM rules for companies.
Grant of options
The company has granted 255,000 options to six employees of the company effective from June 3, 2008, at a price of $2.97 for a term of three years vesting as to 20 per cent every six months for a period of 30 months starting six months from the date of grant.
In addition, the company has granted 600,000 options to Mr. Rogers in conjunction with this appointment as president and CEO of the company effective from June 3, 2008, at a price of $2.97 for a term of three years vesting as to 20 per cent every six months for a period of 30 months starting six months from the date of grant.
Exercise of options
As a result of the exercise of options, the company has made an application for 20,000 common shares to be admitted to the AIM and Toronto Stock Exchange. The shares are expected to be admitted to trading on June 10, 2008.
