Nautilus Minerals Inc.
TSX VENTURE : NUS

Nautilus Minerals Inc.

January 02, 2007 12:38 ET

RETRANSMISSION-Nautilus Minerals Inc.: US$60 Million North American Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 2, 2007) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Nautilus Minerals Inc. (TSX VENTURE:NUS) (the "Company" or "Nautilus") is pleased to announce that it has entered into an agreement with a syndicate of agents led by Salman Partners Inc. and including TD Securities Inc., BMO Capital Markets, GMP Securities L.P., Blackmont Capital Inc., and Westwind Partners Inc., to proceed with a fully marketed private placement on a reasonable best efforts basis (the "Offering") of units (the "Units") for gross proceeds of up to US$60 million, subject to the approval of the TSX Venture Exchange. The Units will be priced in the context of the market and the Offering price will be disclosed in due course.

The net proceeds of the Offering will be used to advance the Company's exploration and development activities at the Solwara Projects in Papua New Guinea and the other areas in the western Pacific Ocean Region, and for general working capital purposes.

The Offering is expected to close in the second half of February 2007.

David Heydon, Nautilus CEO comments: "At Nautilus, we are pleased that in addition to the recent substantive investments by major international mining companies, we have the opportunity, with Salman Partners and the other syndicate members, to broaden our capital base in North America. This Offering will further strengthen Nautilus' capital position in conjunction with the recently announced $100 million AIM Placing and allow us to accelerate our growth."

Offering Terms

Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share of the Company at an exercise price equal to 130% of the Offering price, for a period of 24 months from the date of issuance thereof. The Company may, at its option, grant to the Agents an over-allotment option, exercisable at any time up to 2 days prior to the closing (the "Closing") of the Offering, to increase the size of the Offering by up to US$15,000,000 for aggregate gross proceeds of up to US$75,000,000.

The warrants will be subject to an acceleration clause whereby, if the volume weighted average closing price of Nautilus' shares on the TSX Venture Exchange exceeds 1.5 times the Offering price on the day of closing for 20 days, Nautilus may give notice to the holders of the warrants that the warrants will expire if not exercised within 30 days. Such notice by Nautilus to the holders of the warrants may not be given until 4 months and one day after the Closing.

The agents will receive a 5% cash commission of the gross proceeds of the Offering on the Closing and broker warrants exercisable in the aggregate for common shares equal in number to 165,000 plus 1% of the number of Units sold pursuant to the Offering.

In accordance with applicable Canadian law and TSX Venture Exchange policies, the securities issued under the North American Placing and the AIM Placing (defined below) may not be sold or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident for a four month period following the closing of the placings.

UK Admission to AIM and associated private placement

In a separate announcement and under a separate engagement letter, Nautilus has announced that it has engaged London-based investment bank Numis Securities Limited ("Numis") to act as Nominated Adviser and Broker in respect of a proposed admission to trading of its common shares on the Alternative Investment Market ("AIM") of the London Stock Exchange plc ("Admission") early in 2007.

The Numis mandate includes an equity capital raising (the "AIM Placing") to raise US$100 million or such higher amount as may be agreed between Numis and the Company by the issue of new common shares contemporaneously with Admission which is expected to take place at the end of January 2007.

Neither the Offering nor the AIM Placing are dependent one upon the other and are unconnected events, save that the Company has agreed that, if gross proceeds of US$100 million are raised under the AIM Placing and the Offering closes within 90 days of the AIM Placing, the Offering will not take place at a price below that at which shares are issued under the AIM Placing.

About Nautilus Minerals Inc.

Nautilus is the first company to commercially explore the ocean floor for gold-copper-zinc-silver seafloor massive sulphide deposits and is positioned to become a world leader in underwater mineral exploration. The Company's main focus is the Solwara Project, which is located in the territorial waters of Papua New Guinea in the western Pacific Ocean. Nautilus numbers Anglo American PLC, Teck Cominco Limited and Barrick Gold Corporation amongst its major shareholders.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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