Class Action Advice from Experience

[Lakeside]

I would appreciate it if I could be added to the list

[KingKongFong]

Like many of you, I'm wondering why Nautilus shares are still trading.  Then it occurred to me that maybe some speculators were in essence "buying an option" on a favorable settlement in our planned class action litigation.  A trader could be buying shares for a penny/share in hopes that a settlement will occur that will result in dime-or-more/share.

Check to see what the lawyers say about this. I had to print every share purchase and sale for SUNE and the form had specific date ranges and types of shares and on the back page they had a list of dates and the estimated level of price fraud at that moment. When they calculate a settlement, I don't think it'll be a straight amount per share. It may be different amounts based on the exact date of your buys and sells. I think people who buy in after the bankruptcy for a tiny fraction of what the aggrieved parties paid will not get the same amount per share as people who bought at higher prices. I highly recommend you make this topic a question for the lawyers.

 
This would be disappointing for me as I had most of my purchases through Scottrade before I switched to Ameritrade and no longer have access to those records

[HLV]

I was looking through some older notes and thought i'd share an email I sent to PWC back in June following their Monitor's report which contained the message to Shareholders stating we would lose all value. I think PWC is equally at fault for letting this all happen. I received a reference number acknowledging receipt of my email, but no response.


Hello Octavia, I'm confused about this Monitor's statements in regard to Nautilus Minerals. According to the monitor the company is negotiating a 'restructuring plan' with their majority owner DSMF in an attempt to continue operations but the Monitor states that 'its extremely unlikely that shareholders will realize any value from their investment.' For shareholders to lose their value mean Nautilus Minerals will no longer continue operation under the current trading symbol yet the monitor claims this is a 'restructuring plan' with a goal of continuing operations. Is the 'restructuring plan' just a misleading way of saying DSMF is buying out all the assets and shutdown Nautilus? If so, why the deception? Its just incurring additional damages to shareholders by calling a process 'restructuring to ensure continued operation' when it is really a liquidation and shuttering of the business.

I was under the impression the purpose of the monitor was to ensure accurate reporting and providing some transparency to the process. To go through with a ruse of a SISP only to cancel in favor of a restructuring plan which is really just an asset sale, implies the monitor is knowingly overseeing the sale and liquidation of a business and helping to cover up the true details by claiming the process is a restructuring plan and that Nautilus is acting in good faith. Then issuing a side statement saying shareholders will likely lose their value is just a step to cover PWC's liability in this sham of a process. How can the monitor say that Nautilus is acting in good faith, is doing their due dilligence and moving foward with a restructuring plan to ensure the ongoing operations then add a disclaimer that shareholders will lose their value. It implies that the monitor knows what is really going on, but will not communicate what is really going on. If that's the case the monitor is assisting with Nautilus in some vary dubious business practices where they are essentially buying out all the assets from themselves to create a new operation and leave existing shareholders on the outside. If this is what is happening, isn't it your function to educate people about what is really happening rather than assist in the misleading the public.

Nautilus is acting in good faith to restructure the company and continue operations, but that continued operation will not be Nautilus and any existing shareholders will lose all value.

That statement is a complete contradiction and it would seem the monitor is knowingly mis-leading the public. Can you please clarify how Nautilus can move foward with a restructuring plan and continued operations in a way that allows Nautilus to move foward while its shareholders lose all value?

[Mejustjustin]

I like that email a lot HLV... easy to see why you didn’t get a reply. They are dumbfounded at how closely we are watching and responding.

On your note, and as I expressed in another post... I don’t get how DSMF is getting all of Nautilus’ assets? Are they getting the assets as a creditor, because if bankruptcy is being filed, shouldn’t those assets have been liquidated and distributed to the creditors in the proceeding? And if they are being distributed to DSMF because of their equity, shouldn’t all the shareholders get pro-data shares?

If the first situation is the scenario, I just don’t see how it could be good faith that thy take the mining assets as creditors and continue the business? Nautilus Minerals was the business, so I don’t see how they can take the assets and continue the business without the original shareholders
Or the other creditors having a stake in it. DSMF was not an arm-length creditor.

[KingKongFong]

I like that email a lot HLV... easy to see why you didn’t get a reply. They are dumbfounded at how closely we are watching and responding.

On your note, and as I expressed in another post... I don’t get how DSMF is getting all of Nautilus’ assets? Are they getting the assets as a creditor, because if bankruptcy is being filed, shouldn’t those assets have been liquidated and distributed to the creditors in the proceeding? And if they are being distributed to DSMF because of their equity, shouldn’t all the shareholders get pro-data shares?

If the first situation is the scenario, I just don’t see how it could be good faith that thy take the mining assets as creditors and continue the business? Nautilus Minerals was the business, so I don’t see how they can take the assets and continue the business without the original shareholders
Or the other creditors having a stake in it.  DSMF was not an arm-length creditor.

Neither. They are getting the assets as an interested buying party, under the assumption that if NUS went into bankruptcy and was forced to liquidate no one would be interested in buying the assets.

[Monk3]

LongNautilus,

Sent you an email through the board with the contact info for the Canadian class action firm I was talking about.
Cheers,
M

[dkeller]

Long Nautilus - can you provide the outcome of your conversation with the lawyers on the class action?

[LongNautilus]

Sorry everybody - I was unable to complete the email last night after the second call. I just sent the recap to everyone on Fong's distribution list. Best

[Classicact]

Sorry everybody - I was unable to complete the email last night after the second call. I just sent the recap to everyone on Fong's distribution list. Best

Thanks for your work! 

On a side note, this is still the play that bugs me the most;  Note the big shareholders only " partially exercising its basic subscription privilege"  So we were instrumental in making this financing as successful as it was.  I suggest the plan was already in place at this point to get a much better deal in a private placement and begin the process of taking the company over and that was why they did not participate.  They wanted a far better deal then what we got and in fact they did.

My only other question is where did all the money go in the last 2-3 years after all the resignations and why does it have no value at this point , these after all are tangible hard assets, not like were just a piece of the cloud.




Number 2016 – 10 Nautilus Announces Closing of Rights Offering Toronto Ontario, April 8, 2016 - Nautilus Minerals Inc. (TSX:NUS, OTCQX:NUSMF, OTC:NUSMF Nasdaq Intl Designation) (the "Company" or "Nautilus") announces that it has received gross proceeds of C$28,263,829.65 as a result of the closing of its rights offering through the issuance of an aggregate of 188,425,531 common shares at the subscription price of C$0.15 per share, representing approximately 27% of the total shares on offer. The Company’s largest shareholder, MB Holding Company LLC (“MB”) participated in the rights offering, through its subsidiary Mawarid Offshore Mining Ltd., by partially exercising its basic subscription privilege. MB, together with its affiliates, now holds approximately 27% (previously 28%) of the Company's outstanding shares. The Company’s second largest shareholder, Metalloinvest Holding (Cyprus) Limited, together with its affiliates, now holds approximately 15% (previously 21%) of the Company's outstanding shares (in each case excluding outstanding loan shares). Mike Johnston, Nautilus’ CEO commented, “We are very appreciative of the support provided by many of the Company’s existing shareholders in the current market conditions.” The net proceeds from the rights offering will be used by the Company to advance the construction and development of the Company's Seafloor Production System and for general working capital requirements, as set forth under "Use of Proceeds" in the Company's final prospectus dated February 23, 2016. On completion of the rights offering, the total number of issued and outstanding shares of the Company is now 622,443,396 (excluding the 11,485,000 outstanding shares that have been issued under and remain subject to the restrictions of the Company's share loan plan). Having provided the Company's shareholders with the opportunity to participate in this significant financing, the Company is considering various alternative sources of financing and has commenced discussions with various parties to explore its financing options.

[Shareholder]

I also would appreciate it to be added to the list. What do I have to do?