Key points
- Nautilus issued an additional 8,591,065 warrants to the lender, bringing the total to 11,812,714 warrants exercisable at 17 cents for five years.
- The bridge loans, expected to total up to $7-million (U.S.), bear interest at 8 per cent per annum with a one-year maturity date.
- The loans are initially secured against company assets through a general security agreement and may later require guarantees from operating subsidiaries.
- The lender is owned 50 per cent each by USM Finance Ltd., an affiliate of Metalloinvest, and Mawarid Offshore Mining Ltd., a subsidiary of MB Holding, making the loan a related party transaction under MI 61-101.
NAUTILUS PROVIDES FUNDING UPDATE
Nautilus Minerals Inc. continues to arrange bridge loans from Deep Sea Mining Finance Ltd., which are expected to form part of a larger secured structured credit facility of up to $34-million (U.S.) to be provided by the lender to the company.
In conjunction with initial advances under the bridge loans, the company has issued to the lender an additional 8,591,065 warrants of the company, for a total of 11,812,714 share purchase warrants issued to the lender to date. Each warrant entitles the lender to purchase one common share of the company at a price of 17 cents for a period of five years from the date of issuance of the warrant.
The bridge loans, which the company expects to be in the amount of up to $7-million (U.S.), will assist the company’s immediate working capital requirements and facilitate payments required to continue the development of the company’s seafloor production system to be first utilized at the company’s Solwara 1 project. The loans bear interest at 8 per cent per annum, payable biannually in arrears with a one-year maturity date.
The company will be entitled to prepay each loan prior to maturity, by paying 108 per cent of the outstanding principal of the loan plus accrued and unpaid interest. Each loan will be represented by a promissory note and will initially be secured against the assets of the company through a general security agreement. The lender may subsequently require the loan to be guaranteed by the company’s material operating subsidiaries and secured against the assets of such subsidiaries.
There can be no assurance that the company will be successful in concluding the larger credit facility transaction or that any further financing will be secured by the company.
As previously disclosed, the lender is a private company owned 50 per cent by each of: (i) USM Finance Ltd, a wholly owned subsidiary of USM Holdings Ltd., an affiliate of Metalloinvest Holding (Cyprus) Ltd.; and (ii) Mawarid Offshore Mining Ltd., a wholly owned subsidiary of MB Holding Company LLC. As the lender is controlled by two insiders of the company, the lender is a related party of the company and the loan transaction constitutes a related party transaction of the company under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The transactions comprising the bridge loans and the warrants will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
The company did not file a material change report more than 21 days before the expected closing of this transaction, as the details of the transaction were not finalized until immediately prior to the closing and the company wished to close the transaction as soon as practicable for sound business reasons.
The company requires significant additional financing in order to complete the build and deployment of the seafloor production system to be utilized at the Solwara 1 project by the company and its joint venture partner (as to 15 per cent), the Independent State of Papua New Guinea’s nominee.
There can be no assurances that the company will be successful in securing the necessary additional financing transactions within the required time or at all. Failure to secure the necessary financing may result in the company undergoing various transactions including, without limitation, asset sales, joint ventures and capital restructurings.
The company will provide further updates as circumstances warrant.
About Nautilus Minerals Inc.
Nautilus is the first company to explore the ocean floor for polymetallic seafloor massive sulphide deposits. Nautilus was granted the first mining lease for such deposits at the prospect known as Solwara 1, in the territorial waters of Papua New Guinea, where it is aiming to produce copper, gold and silver. The company has also been granted its environmental permit for this site.
Nautilus also holds highly prospective exploration acreage in the Western Pacific (granted and under application), as well as in international waters in the Central Pacific.
