Key points
- Nautilus Minerals entered a subscription agreement on Aug. 21, 2016 with Mawarid and Metalloinvest Holding (Cyprus) Ltd. for up to $20-million (U.S.) in tranches through Nov. 30, 2017.
- On March 9, 2017, Mawarid acquired 8,110,559 common shares at 16.1 cents each under a March financing tranche totaling $2-million.
- On April 10, 2017, Mawarid acquired 6,253,521 common shares at 21.3 cents each under an April financing tranche totaling $2-million.
- Mawarid now owns 188,049,880 common shares of Nautilus, including 195,400 shares held by affiliate MB Holding Company LLC, representing about 28.1 per cent of outstanding shares.
EARLY WARNING PRESS RELEASE
This press release is being disseminated by Nautilus Minerals Inc. shareholder Mawarid Offshore Mining Ltd., a metal and mining corporation incorporated under the laws of British Virgin Islands, as required by National Instrument 62-103 — the early warning system and related takeover bids and insider reporting issues.
On Aug. 21, 2016, Nautilus entered into a subscription agreement with Mawarid and Metalloinvest Holding (Cyprus) Ltd. (the purchasers), under which the purchasers have agreed to purchase such number of common shares of the issuer that will raise gross proceeds of up to $20-million (U.S.).
Pursuant to the subscription agreement, the shares will be purchased on a private placement basis and will close in tranches, on a monthly basis, during the period from Dec. 1, 2016, through to Nov. 30, 2017, at the election of the issuer.
The issuer will determine the amount of funds to be raised under each tranche during each month of the financing period, subject to the limitations of receiving maximum subscription proceeds of $2-million (U.S.) per month and an aggregate maximum total amount of $20-million (U.S.) during the entire financing period.
Shares will be issued under each tranche at a price that is equal to the volume-weighted average trading price of the issuer’s common shares on the Toronto Stock Exchange for the five-day period immediately prior to the date the issuer issues the purchasers a notice that the tranche will proceed.
Unless the purchasers agree to a different allocation, the aggregate purchase price and corresponding number of shares of each tranche shall be equally divided between the purchasers.
On Feb. 17, 2017, the issuer issued a financing notice to the purchasers that, in respect of March, 2017, the purchasers will pay to the issuer aggregate subscription proceeds of $2-million (U.S.) and the purchasers will receive a total of 16,221,118 common shares at 16.1 cents per common share. Pursuant to the financing notice, on March 9, 2017, Mawarid acquired 8,110,559 common shares.
On March 22, 2017, the issuer issued a financing notice to the purchasers that, in respect of April, 2017, the purchasers will pay to the issuer aggregate subscription proceeds of $2-million (U.S.) and the purchasers will receive a total of 12,507,042 common shares at 21.3 cents per common share. Pursuant to the financing notice, on April 10, 2017, Mawarid acquired 6,253,521 common shares.
Mawarid currently owns 188,049,880 common shares of the issuer (including 195,400 common shares owned by an affiliate, MB Holding Company LLC), representing approximately 28.1 per cent of the outstanding shares of the issuer.
An early warning report in respect of the above transactions will be filed with the relevant Canadian securities regulatory authorities. Copies of such reports may be obtained on SEDAR or by contacting Namit Rustagi of MB Holdings Company at 968-2458-0606.
