Nautilus Minerals Inc

CCAA

Page last updated: April 25, 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 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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