Barrick Converts Joint Venture Interest to Equity Interest in Nautilus

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - July 10, 2006) - Nautilus Minerals Inc. (TSX VENTURE:NUS) (the "Company" or "Nautilus") is pleased to announce that it has entered into an agreement with Barrick Gold Corporation ("Barrick") whereby Barrick will convert its interest in the Papua New Guinea (Solwara) Joint Venture into a 9.59% stake in the Company.

The Solwara JV comprises exploration licenses in the territorial waters of Papua New Guinea covering 17,500km2 and an exploration agreement covering 17 countries throughout the West Pacific. It is focused on the assessment of gold-copper-zinc-silver massive sulphide mineralization on the seafloor. Eighty eight sea floor sulphide samples collected by Placer Dome Oceania Limited ("Placer Dome") in the 2005 and 2006 field programs over Solwara 1 were calculated by Nautilus to average 15.5g/t gold and 10.8% copper.

Barrick, through it subsidiary Placer Dome, has spent over US$12.2 million in project expenditures under the Farm-In Agreement with Nautilus's subsidiary, Nautilus Minerals Nuigini Limited ("NMNL"). Nautilus has agreed, subject to the prior receipt of approval from the TSX Venture Exchange, to issue to Barrick on closing a special warrant that will automatically convert into 4,783,163 common shares of Nautilus on September 11, 2006.

President and CEO David Heydon says that "This agreement with Barrick transfers all of Placer Dome's expertise, intellectual property, know-how, key consultants and relevant business relationships to Nautilus, allowing Nautilus to manage and operate the project and determine the development time line and scale that maximizes value to Nautilus shareholders. Importantly, it also gives Nautilus a 100% interest in any future gold production from the project. Nautilus is now well positioned to expedite the work on the project using the proceeds from its $25 million financing that closed in May, 2006. "

Heydon says he looks forward to having Barrick, a leading international gold mining company as a significant shareholder.

Alex Davidson, Barrick's Executive Vice President of Exploration and Corporate Development, said "We are pleased to have a significant equity stake in Nautilus so that we can participate in the future upside of this project."

Under the agreement, affiliates of Barrick will transfer all their right, title and interest in the exploration data, engineering data, software and equipment, including a trial seafloor cutting machine and an airlift riser test rig, to Nautilus. Barrick will release all contractors, consultants and relevant staff so they can work with Nautilus directly. As announced on May 15, 2006, Nautilus has already employed three ex Placer Dome managers which will facilitate a smooth transition of the project. On closing, the Solwara Joint Venture will terminate and Placer Dome will transfer all its interests in the tenements to NMNL.

To preserve Nautilus's first mover advantage of commercial seafloor sulphide exploration, Barrick has agreed to certain non competition terms for a period of five years. Barrick has also agreed that, if a takeover bid is made for Nautilus which is recommended by the Directors, it will either accept the bid or within 21 days, acting in a bona fide manner, announce its intention to make its own bid for the outstanding shares of Nautilus. Furthermore, if Barrick wishes to sell the shares to a third party, other than through the facilities of a stock exchange, it will provide Nautilus with 28 days notice of intention to sell and agrees to sell to a third party introduced by Nautilus in that time frame on the same terms. The shares issuable to Barrick under the special warrant shall be subject to a statutory four month hold period from the date of issue, being the closing date of the transaction.

About Nautilus Minerals Inc.

Nautilus is the first company to commercially explore the ocean floor for gold and copper seafloor massive sulphide deposits and is positioned to become a world leader in underwater mineral exploration. The Company's main focus for 2006 is the Solwara Project, which is located in the territorial waters of Papua New Guinea in the western Pacific Ocean.

Michael Johnston, VP Corporate Development, of Nautilus is the Qualified Person for the purposes of National Instrument 43-101 who has reviewed and approved the information contained in this press release.

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

Comments

Free Daily eNewsletter

Sign up to receive Resource Investor's FREE Newsletter.

Futures Magazine

Futures, Options, Stock, Forex and Derivative Strategies, Analysis and News

Visit FuturesMag.com
Recent News