Mawarid Offshore Mining Ltd.

April 12, 2017 13:50 ET

Early Warning Press Release

ROAD TOWN, BRITISH VIRGIN ISLANDS--(Marketwired - April 12, 2017) - This press release is being disseminated by Mawarid Offshore Mining Ltd. (the "Company" or "Mawarid"), a metal and mining corporation incorporated under the laws of British Virgin Islands at the address of Palm Grove House, Road Town, Tortola, British Virgin Islands as required by National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues.

On August 21, 2016, Nautilus Minerals Inc. with head office at Level 3, 33 Park Road, Milton, Queensland, Australia (the "Issuer") entered into a subscription agreement (the "Subscription Agreement") with the Company and Metalloinvest Holding (Cyprus) Limited ("Metallo", and together with the Company, the "Purchasers") under which the Purchasers have agreed to purchase such number of common shares of the Issuer (the "Common Shares") that will raise gross proceeds of up to USD $20 million.

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 December 1, 2016 through to November 30, 2017 (the "Financing Period"), 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 USD $2,000,000 per month and an aggregate maximum total amount of USD $20,000,000 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 February 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 US$2,000,000 and the Purchasers will receive a total of 16,221,118 Common Shares at C$0.161 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 US$2,000,000 and the Purchasers will receive a total of 12,507,042 Common Shares at C$0.213 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% 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 from SEDAR at www.sedar.com or by contacting Namit Rustagi at MB Holdings Company LLC +968 2458 0606.

Contact Information

  • MB Holdings Company LLC
    Namit Rustagi
    +968 2458 0606