Nautilus Minerals Inc.: RTO of Orca Petroleum Completed Deep Sea Copper-gold Explorer to Commence Trading

Nautilus Minerals Inc. has completed the acquisition of all of the securities of Nautilus Minerals (NMC) and Nautilus Minerals Oceania Ltd. (NMO), and related transactions, as announced in Stockwatch on Aug. 2, 2005 (the RTO), and described in the information circular of Orca Petroleum, dated Feb. 28, 2006.

Overview of changes

Following receipt of approval from the shareholders of the company and the TSX Venture Exchange, the company has undergone the following changes:

The company’s oil and gas subsidiaries have been transferred to Greg Hogan.The $1,123,731 (U.S.) debt owing to Mr. Hogan has been settled in full by way of the transfer of the subsidiaries, the issuance of 291,667 shares and 48,611 share purchase warrants (with each warrant entitling the holder to purchase one share at a price of $1.50 for a period of two years) and the payment of $255,025 (Canadian) to Mr. Hogan.The company has changed its jurisdiction of incorporation from Alberta to British Columbia.The company has changed its name to Nautilus Minerals.The company’s shares have been consolidated on a one-new-share-for-six-old-share basis.The securities of NMC and NMO were acquired in exchange for:30,519,541 common shares; 900,000 stock options; and98,028 share purchase warrants (having an exercise price of $1.10 and a term of two years).The directors and officers of the company have changed (see below).The company has adopted a new 10-per-cent rolling stock option plan.The company has completed a private placement of 12.5 million shares at $2 per share for gross proceeds of $25-million.

• The company’s oil and gas subsidiaries have been transferred to Greg Hogan.
• The $1,123,731 (U.S.) debt owing to Mr. Hogan has been settled in full by way of the transfer of the subsidiaries, the issuance of 291,667 shares and 48,611 share purchase warrants (with each warrant entitling the holder to purchase one share at a price of $1.50 for a period of two years) and the payment of $255,025 (Canadian) to Mr. Hogan.
• The company has changed its jurisdiction of incorporation from Alberta to British Columbia.
• The company has changed its name to Nautilus Minerals.
• The company’s shares have been consolidated on a one-new-share-for-six-old-share basis.
• The securities of NMC and NMO were acquired in exchange for: 30,519,541 common shares; 900,000 stock options; and 98,028 share purchase warrants (having an exercise price of $1.10 and a term of two years).
• 30,519,541 common shares;
• 900,000 stock options; and
• 98,028 share purchase warrants (having an exercise price of $1.10 and a term of two years).
• The directors and officers of the company have changed (see below).
• The company has adopted a new 10-per-cent rolling stock option plan.
• The company has completed a private placement of 12.5 million shares at $2 per share for gross proceeds of $25-million.

The company has granted to directors, officers, employees and consultants of the company options to purchase a total of 4,087,964 shares of the company, of which 500,000 are at $1.10, 400,000 at $1.50 and 3,187,964 at $2.20 per share for periods of up to three years.

The company now has 45,093,356 issued shares, 4,188,464 options and 146,639 warrants outstanding. Under applicable Canadian securities laws, the 12.5 million common shares issued under the private placement are subject to a four-month hold period expiring on Sept. 5, 2006.

The directors and officers of the company are Geoffrey Loudon (chairman and director), David Heydon (president, chief executive officer and director), David De Witt (director) and Russell Debney (director).