Key points
- The subscription is part of a larger Nautilus Minerals offering of approximately 37.7 million shares.
- On completion of the first tranche on Aug. 3, 2012, Mawarid will purchase 1,566,189 Nautilus shares, bringing its stake to 9.99 per cent.
- The second tranche, for 18,433,811 shares, closes five business days after TSX approval of Mawarid’s personal information form, provided approval comes by Oct. 31, 2012, raising MB and its affiliates to 16.9 per cent ownership.
- As of the release date, MB and its affiliates beneficially own 19,636,897 Nautilus shares, or about 9.99 per cent of the 196,424,741 shares outstanding.
In accordance with regulatory requirements,
on July 31, 2012, Mawarid Offshore Mining Ltd., a wholly owned subsidiary of MB Holding Company LLC, entered into a binding subscription
agreement with Nautilus Minerals Inc., providing for the subscription by Mawarid of up to 20 million common
shares of Nautilus in two tranches at 90 cents per share. The subscription under the
subscription agreement is part of a larger offering by Nautilus of
approximately 37.7 million Nautilus shares.
Subject to the terms and conditions of the subscription agreement,
Mawarid will purchase on completion of the first tranche of the
offering (Aug. 3, 2012), such number of Nautilus shares as will
result in it, together with its affiliates, beneficially owning 9.99 per cent
of the outstanding Nautilus shares. Nautilus advises that the
subscription by Mawarid on completion of the first tranche of the
offering will be for 1,566,189 Nautilus shares.
Subject to the terms and conditions of the subscription agreement, on
completion of the second tranche of the offering (to be the date that
is five business days after the date the Toronto Stock Exchange
approves the personal information form filed by Mawarid, provided that
approval is obtained no later than Oct. 31, 2012), Mawarid will
acquire the lesser of (i) such number of Nautilus shares which, when
aggregated with the Nautilus shares purchased by Mawarid under the
first tranche of the offering, equals 20 million; and (ii) such number
of Nautilus shares which, when aggregated with Nautilus shares
beneficially owned or controlled by Mawarid, and its affiliates, equals
19.99 per cent of the outstanding Nautilus shares. Nautilus advises that the
subscription by Mawarid on completion of the second tranche of the
offering will be for 18,433,811 Nautilus shares resulting in MB and its
affiliates beneficially owning or controlling 16.9 per cent of the outstanding
Nautilus shares.
The total number of Nautilus shares beneficially owned or controlled by
MB and its affiliates as of the date hereof is 19,636,897, which number
represents approximately 9.99 per cent of the outstanding Nautilus shares
(based on 196,424,741 outstanding shares of Nautilus as at the date
hereof, as advised by Nautilus).
The additional Nautilus shares are being acquired for investment
purposes only. Depending upon the market and other conditions, MB and
its affiliates may acquire additional securities of Nautilus.
