Key points
- The rights offering is priced at 15 cents per common share and includes an additional subscription privilege for shares not otherwise subscribed for.
- MB Holding Company LLC and Metalloinvest Holding (Cyprus) Ltd., which together hold about 48 per cent of outstanding shares, have indicated intent to participate.
- The record date is March 1, 2016, and rights can be exercised from March 7, 2016 until 2 p.m. Vancouver time on April 6, 2016.
- Each right entitles the holder to acquire 1.541329 common shares, with net proceeds to fund construction of the seafloor production system for the Solwara 1 project.
NAUTILUS FILES FINAL PROSPECTUS FOR C$103M RIGHTS OFFERING
Nautilus Minerals Inc. has filed a final short form prospectus in each province of Canada, other than Quebec, in respect of its previously announced rights offering to raise up to gross proceeds of $103-million, through the issuance of rights to subscribe for an aggregate of 686,666,666 common shares at a subscription price of 15 cents per common share.
The rights offering includes an additional subscription privilege under which holders of rights who fully exercise their rights will be entitled to subscribe for additional common shares of the company, if available, that were not otherwise subscribed for under the rights offering.
The company has also registered the offer and sale of the shares issuable on exercise of the rights within the United States with the U.S. Securities and Exchange Commission on a registration statement on Form F-7 under the U.S. Securities Act of 1933, as amended.
The offering is being made to all existing shareholders in eligible jurisdictions, as disclosed in the final prospectus.
The company’s two largest shareholders, MB Holding Company LLC and Metalloinvest Holding (Cyprus) Ltd., which, together with their affiliates, collectively hold approximately 48 per cent of the outstanding common shares of the company, have each indicated to the board of directors of the company their present intention to participate in the offering by exercising all or a portion of their basic subscription privilege. Pursuant to applicable regulatory requirements, completion of the rights offering is not subject to raising a minimum amount of proceeds.
The net proceeds from the offering will be used by the company to advance the construction and development of the company’s seafloor production system and for general working capital requirements. In order to complete the entire seafloor production system for initial deployment and testing operations at the company’s Solwara 1 project, Nautilus will need to obtain additional financing in excess of the maximum proceeds that can be raised under the rights offering.
Nautilus’s chief executive officer, Mike Johnston, commented: “We have made significant progress in the construction of our seafloor production system over the last 12 months. The rights offering, supported by our two largest shareholders who have each indicated their intention to participate, will enable the company to continue to build momentum as we move closer to our goal of commencing seafloor operations by end of of the first quarter of 2018.”
The offering is being made to the holders of Nautilus’s common shares of record at the close of business (Vancouver time) on March 1, 2016. The rights available under the offering will be eligible for exercise from March 7, 2016, until 2 p.m. (Vancouver time) on April 6, 2016.
The company will issue one right for each outstanding common share. Each right will be exercisable to acquire 1.541329 common shares of the company, upon payment of the subscription price per common share. Fractional shares will not be issued, and any fractions will be rounded down to the nearest whole number. To illustrate: an eligible holder of 10,000 shares as of the record date would be issued 10,000 rights, which would entitle the holder to subscribe for 15,413 shares (10,000 times 1.541329) for an aggregate price of $2,311.95 (15,413 times 15 cents).
The prospectus and a rights certificate will be mailed on March 7, 2016, to each shareholder of record, subject to applicable law. The rights will be posted for trading on the Toronto Stock Exchange, and the company’s common shares will commence trading on the Toronto Stock Exchange on an ex rights basis on Feb. 26, 2016, and will continue trading until 9 a.m. (Vancouver time) on April 6, 2016.
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.
The preliminary prospectus is available electronically on SEDAR, and the Form F-7 registration statement is available electronically on EDGAR.
