MB Holding Company LLC ("MB") Announces Standby Purchase Agreement to Support Rights Offering of Nautilus Minerals Inc. ("Nautilus")

OMAN, March 28, 2013 /CNW/ - In accordance with regulatory requirements, MB announced that today Mawarid Offshore Mining Ltd. ("Mawarid"), a wholly-owned subsidiary of MB, entered into a binding standby purchase agreement with Nautilus (the "Standby Purchase Agreement") under which Mawarid has agreed to provide a standby commitment for a $40 million rights offering (the "Rights Offering") by Nautilus announced today.

Under the terms of the Standby Purchase Agreement, among other things, Mawarid has agreed to:

  • take up its full basic subscription privilege under the Rights Offering with respect to its 16.7 % shareholding in Nautilus, subject to certain conditions; and
  • provide a standby commitment (the "Standby Commitment") to acquire any Nautilus common shares ("Nautilus Shares") not taken up under the Rights Offering or by shareholders of Nautilus pursuant to existing participation rights, subject to certain conditions.

The total number of Nautilus Shares beneficially owned or controlled by MB and its affiliates as of the date hereof is 39,636,897, which number represents approximately 16.7% of the outstanding Nautilus Shares (based on 236,872,865 outstanding Nautilus Shares as at the date hereof, as advised by Nautilus). Mawarid has a participation right that permits it to acquire additional securities of Nautilus so as to maintain a 16.9% equity interest in Nautilus subject to certain conditions.

Assuming MB and the other holders of rights under the Rights Offering exercise their rights in full and the Standby Commitment is not utilized, MB and its affiliates will beneficially own the same percentage of outstanding Nautilus Shares following closing of the Rights Offering that they currently beneficially own.

Assuming none of the shareholders of Nautilus exercise their rights under the Rights Offering nor their participation rights and the Standby Commitment is fully utilized, MB and its affiliates will beneficially own 239,636,897 Nautilus Shares representing 54.85% of the outstanding Nautilus Shares (based on 436,872,865 outstanding Nautilus Shares as at the date of the closing of the Rights Offering, as advised by Nautilus).

The Nautilus Shares acquired pursuant to the Rights Offering and the Standby Commitment are being acquired for investment purposes only.  Depending upon the market and other conditions, MB and its affiliates may acquire additional securities of Nautilus.

SOURCE MB Holding Company LLC

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