Nautilus Minerals Inc

CCAA

Page last updated: June 18, 2019

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.


Status Update as at June 17, 2019

General

On June 17, 2019, the Court granted two Orders, the first of which:

  1. Extended the Stay of Proceedings to August 30, 2019;
  2. Added certain subsidiaries of Nautilus Minerals Inc. as Petitioners in the CCAA Proceeding and amended the style of cause to include such parties as Petitioners;
  3. Approved the termination of the SISP; and
  4. Increased  both the authorized borrowing limit under the Interim Lending Facility from $4 million to $4.25 million as well as the amount of the Interim Lender’s Charge; and

The second Order (the “Claims Process Order”) authorized and directed the Petitioners and the Monitor to initiate a process for the solicitation and determination of claims against the Petitioner (the “Claims Process”).

Copies of the court orders are available under the “Court Orders” tab above.

Claims Process

As approved pursuant to the Claims Process Order, the Claims Process was initiated on June 7, 2019. Copies of the Claims Process documents are available under the “Claims Process” tab above.

If you have already filed your Proof of Claim form, there is no need to refile.

As a reminder, participation in the Claims Process is intended for:

  1. Any Person asserting a Claim (other than an Unaffected Claim as defined in the Claims Process Instruction Letter) of any kind or nature whatsoever against any of the members of the Nautilus Group, or any of the Directors or Officers of the companies comprising the Nautilus Group, which arose before the Filing Date, and
  2.  Any Person asserting a Restructuring Claim arising as a result of a disclaimer, resiliation, or termination, on or after the Filing Date, by any of the members of the Nautilus Group of any contract, agreement, or arrangement of any nature whatsoever.

Proofs of Claim must be completed and submitted to the Monitor by 5:00 pm Vancouver time on Friday, July 12, 2019 or, in the case of Restructuring Claims, the later of July 12, 2019 and 10 days after the date on which the creditor received a Notice of Disclaimer or Resiliation.  Subject to the terms of the Claims Process Order, if creditors do not submit their Claim by such deadlines, they may not be able to participate in any Restructuring Plan and their Claim may thereafter be barred and extinguished.

Notice to Shareholders

As referenced in the Monitor’s Second Report to Court, the Company is currently negotiating with its secured lender to develop a restructuring plan. It is, in the Monitor’s view, extremely unlikely that such plan will result in any recovery for shareholders in respect of their investment in the Company.

Shareholders are directed to the Monitor’s Second Report to Court dated June 12, 2019 and the Company’s June 17, 2019 news release available here for additional information regarding the foregoing.

Status Update as at June 17, 2019 

Please be advised the Court hearing scheduled for June 17, 2019 at 9:00 AM in Vancouver, BC has been changed to 1:00 PM. 

Status Update as at June 13, 2019 

General

The Company has filed applications today which shall be heard on Monday June 17, 2019 at the Supreme Court of British Columbia. The purpose of the hearing is to seek:

  1. An order extending the stay of proceedings to August 30, 2019;
  2. Approval of the termination of the SISP;
  3. Include the remaining entities of the Nautilus Group in these CCAA proceedings, with the exception of Nautilus Minerals Niugini Limited and Nautilus Minerals Italy S.r.l/F-Simbolica Srl (In Liquidation);
  4. Approval of the extension of the Interim Lending Facility to August 30, 2019 under the same terms and conditions;
  5. Amend the total commitment of the Interim Lending Facility from $4.0 million to $4.25 million and increase the amount of the Interim Lender’s Charge (as defined in the Initial Order) by a corresponding amount; and
  6. A Claims Process Order.

Application materials will be posted to this website in due course. The Monitor's Second Report to Court dated June 12, 2019 is posted under the "Monitor's Reports" tab.

Claims Process

As outlined in the June 10, 2019 Status Update, the Monitor on behalf of the Company distributed the following documents to all known creditors of the Nautilus Group:

  1. Claims Process Instruction Letter; and
  2. Proof of Claim form

These documents are available under the "Creditor Communications" documents tab above.

Participation in the Claims Process is intended for: (i) any Person asserting a Claim (other than an Unaffected Claim as described in the Claims Process Instruction Letter) of any kind or nature whatsoever against any of the members of the Nautilus Group, or any of the Directors or Officers, which arose before the Filing Date, and (ii) any Person asserting a Restructuring Claim arising as a result of a disclaimer, resiliation or termination, on or after the Filing Date, by any of the members of the Nautilus Group of any contract, agreement or arrangement of any nature whatsoever.

Proof of Claims must be completed and submitted to the Monitor by 5:00 pm Vancouver time on Friday, July 12, 2019 or, in the case of Restructuring Claims, the later of July 12, 2019 and 10 days after the date on which the creditor received a Notice of Disclaimer or Resiliation.  If creditors do not submit their Claim by such deadlines, they may not be able to participate in any Restructuring Plan.

A copy of the Claims Process Order, once granted, will be posted on the Monitor’s Website on or shortly after June 17, 2019 under the "Court Orders" tab above.

Status Update as at June 10, 2019

General

The Nautilus Group is developing a restructuring plan (the "Restructuring Plan") which will likely involve a number of transactions and, possibly, a proposal to one or more classes of creditors of various entities within the Nautilus Group.  The Restructuring Plan, once finalized, will be made public at a later date (likely in July, 2019). The Monitor is pleased that a clear way forward is being developed by the Company together with the Monitor in relation to the restructuring proceeding.    

On June 17, 2019, the Nautilus Group will be applying to the Supreme Court of British Columbia (the “Court”) for an order (the “Claims Process Order”) in the Company’s Companies’ Creditors Arrangement Act (the “CCAA”) proceedings authorising the Nautilus Group to initiate a process (the “Claims Process”) whereby creditors can prove their Claims against the members of the Nautilus Group and their directors and officers.

A copy of the Claims Process Order, once granted, will be posted on the Monitor’s Website on or shortly after June 17, 2019 under the "Court Orders" tab above.

The Claims Process Order being sought requires all creditors who wish to participate in any Restructuring Plan put forward by the Nautilus Group, to prove they were a creditor of the Nautilus Group or any of their directors or officers (a "Claim") as at February 21, 2019 (the "Filing Date").  As such, the Monitor on behalf of the Company has distributed following documents to all known creditors of the Nautilus Group:

1.   Claims Process Instruction Letter; and
2.   Proof of Claim form

These documents are available under the "Creditor Communications" documents tab above.

Participation in the Claims Process is intended for: (i) any Person asserting a Claim (other than an Unaffected Claim as described in the Claims Process Instruction Letter) of any kind or nature whatsoever against any of the members of the Nautilus Group, or any of the Directors or Officers, which arose before the Filing Date, and (ii) any Person asserting a Restructuring Claim arising as a result of a disclaimer, resiliation or termination, on or after the Filing Date, by any of the members of the Nautilus Group of any contract, agreement or arrangement of any nature whatsoever.

Proof of Claims must be completed and submitted to the Monitor by 5:00 pm Vancouver time on Friday, July 12, 2019 or, in the case of Restructuring Claims, the later of July 12, 2019 and 10 days after the date on which the creditor received a Notice of Disclaimer or Resiliation.
 If creditors do not submit their Claim by such deadlines, they will not be able to participate in any Restructuring Plan.  In addition, the Claim may be extinguished by the Court as part of the CCAA process.

SISP


The SISP Team has now terminated the solicitation process and the Monitor will provide details on the results in the next Monitor's Report to Court which will be available shortly.  An Addendum to the SISP is available on this website under the "SISP" tab above.

Status Update as at April 25, 2019

SISP

The Monitor has received formal requests for an extension of time from Potential Bidders in order to complete further due diligence and site visits in Australia. In order to coordinate same, the Monitor has extended the letter of intent (“LOI”) Deadline to May 21, 2019 at 5:00 p.m. Pacific Time (the "Modified LOI Deadline").  An Addendum to the SISP is available on this website clicking the "SISP" tab above. 

It is the Monitor's expectation that Potential Bidders submitting an LOI by the Modified LOI Deadline will have substantively completed a greater degree of due diligence and will be prepared to move forward with negotiating and finalizing a transaction or transactions by the previously anticipated Restructuring Deadline of 5:00 p.m. Pacific Time, June 21, 2019.

Status Update as at April 3, 2019

General

The CCAA Comeback Hearing was held on March 11, 2019 and at that time, the Sales and Investor Solicitation Process (‘SISP’) was confirmed and the stay of proceeding was extended to June 28, 2019.  We are preparing this brief update for stakeholders and other interested parties.

Operations

Since March 11th, the Company has finalized its interim financing agreement and funds are in place to pay amounts pursuant to the Initial Order as contemplated in the Company’s Cash Flow Statement. The Monitor continues to review the Company’s cash flows and to date, the actual activity has been as projected.  Accordingly, the Monitor confirms that operations are continuing as planned and there have been no unforeseen complications arising from the CCAA process.

SISP

The Monitor and the Company initiated the SISP, as approved by the Court in the Initial Order and the Monitor has been actively pursuing parties interested in the sale of all or any part of the Company’s Property, together with parties who are contemplating an investment in the Company, albeit in a restructured manner.

The Monitor is currently reviewing information provided by a number of parties following the March 29, 2019 pre-qualification deadline. The pre-qualification deadline was established to assess the interested party’s financial ability to complete a transaction that may be contemplated under the SISP.  At this stage in the SISP, the Monitor and the Company are pleased with the robust nature of interest from a wide range of parties.

The next milestone in the SISP is April 26, 2019. At this time, interested parties are required to submit letters of intent.

Corporate Governance

The Toronto Stock Exchange (the ‘TSX’) has delisted Nautilus Minerals Inc. effective today, April 3, 2019.   The delisting was not a surprise to the Company or the Monitor and does not represent a challenge to the plans envisioned in this restructuring.

The Company was given notice of the delisting decision by the TSX in mid-March and appealed this decision shortly thereafter.  Late last week, the Company received notice that this appeal was denied by the TSX. Accordingly, effective today, Nautilus Minerals Inc. is no longer listed on the TSX.

In light of the delisting and the changes to the regulatory requirements moving forward, the Company’s Board of Directors determined that its function of overseeing a publicly-listed company had changed significantly, particularly in light of the CCAA process, together with the added oversight of the Monitor in these proceedings.  As a result, there has been a change to the governance structure of the Company and certain of its subsidiaries. As of March 29, 2019, all directors of Nautilus Minerals Inc., with the exception of the Chairman, resigned. Mr. John McCoach also resigned as CEO of the Company.

The Company’s CFO, Mr. Glenn Withers, has been named as Managing Director over the Company operations and has been appointed to the Board of Nautilus Minerals Inc. and Nautilus PNG. As a result, the Company maintains a fully compliant board of directors and an experienced, but streamlined, management team and corporate governance board structure. In conjunction with the Monitor, management will retain full and exclusive oversight over the SISP process.

The Company and its subsidiaries will continue to operate as normal during the CCAA process.

Status Update as at March 12, 2019

On March 11, 2019 the Court approved the application to extend the stay of proceedings to June 28, 2019. A copy of this Order can be found under the Court Orders tab.

Status Update as at March 7, 2019 

The Comeback Hearing is set for Monday, March 11, 2019 at the Supreme Court of British Columbia. The purpose of the hearing is to extend the stay of proceedings to June 28, 2019. Application materials will be posted to this website in due course. The Monitor's First Report to Court dated March 7, 2019 is posted under the "Monitor's Reports" tab.

Status Update as at February 21, 2019

On February 21, 2019 (the "Filing Date"), Nautilus Minerals Inc. (“NMI”) and Nautilus Minerals Pacific Pty Ltd. (together with NMI, "Nautilus") sought and obtained an Initial Order of the Supreme Court of British Columbia (the “Court”) pursuant to the Companies’ Creditors Arrangement Act (the “CCAA”). Nautilus' intention is to continue its operations during these CCAA proceedings while it carries out a sale and investment solicitation plan ("SISP"). Please click on the "SISP" tab above for more information.

In order to continue to fund Nautilus' operations during its restructuring process, Nautilus negotiated a US$4 million Interim Loan Agreement with Deep Sea Mining Finance Ltd. The Court approved this Interim Loan Agreement.

As is typical of Initial Orders pursuant to the CCAA, there are, among other things, a stay of proceedings against Nautilus, and the Court extended the stay to NMI’s subsidiary, Nautilus Minerals Niugini Limited. The Initial Order also imposes restrictions on Nautilus' trading partners from terminating their arrangements with Nautilus and on payments that Nautilus can make with respect to obligations owing to Nautilus' creditors as at the Filing Date. As a result of the financing made available under the Interim Loan Agreement, Nautilus will continue to meet its payment obligations for goods and services provided following the Filing Date.

Details regarding Nautilus' background and financial position are contained in the application materials filed in support of Nautilus’ application for the Initial Order, which are posted on this website along with the Initial Order.

The Monitor prepared a pre-filing report to assist the Court during the application made by Nautilus. This report is posted on this website.

The Monitor will post regular status updates to this website and post future Monitor reports, Sale and Investment Solicitation Plan documents, and court materials, as they become available during the CCAA proceedings.

 

Contact us

Octavia Petre-Aldea

Senior Associate, PwC Canada

Tel: +1 604 806 7780 ext 4318

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