NAUTILUS MINERALS INC. NAUTILUS MINERALS Corporate Office 141 Adelaide Street West, Suite 1702 ANNUAL REPORT 2015 Toronto, Ontario, Canada M5H 3L5 www.nautilusminerals.com email: [email protected] Registered Office NAUTILUS MINERALS INC. 10th Floor, 595 Howe Street Vancouver, British Columbia Canada V6C 2T5 Investor Relations Inquiries TSX: NUS OTCQX: NUSMF OTC: NUSMF Nasdaq International Designation ANNUAL REPORT 2015 ANNUAL REPORT email: [email protected] Tel: +61 7 3318 5555 +1 416 551 1100 Media Relations Inquiries email: [email protected] Tel: +61 7 3318 5555 +1 416 551 1100 Building Momentum BUILDING MOMENTUM NAUTILUS MINERALS INC. ANNUAL REPORT 2015 CORPORATE INFORMATION 69 Corporate Information With the SPTs complete and the RALS including the SSLP due for delivery Board of Directors For Shareholder Accounts later in 2016, the final component of the seafloor production system, the Geoff Loudon, Chairman Inquiries in Canada: PSV, is the last key piece of equipment to be completed. Cutting steel for the Russell Debney, Director Telephone: 1.800.564.6253 (toll free in North America) PSV has commenced, block assembly is currently taking place and delivery Cynthia Thomas, Director International: +514.982.7555 is expected by the end of 2017. Seafloor mineral production at Solwara 1 is Dr. Mohammed Al Barwani, Director email: [email protected] gaining momentum as Nautilus looks to the first quarter of 2018 to be on Mark Horn, Director Inquiries in the U.S: the water and commencing operations in the Bismarck Sea of PNG. Tariq Al Barwani, Director U.S Investment bank Euro Pacific Capital Inc, serves as Nautilus Minerals’ Principal American Liaison (PAL) on Officers and Management the OTCQX and the NASDAQ International Designation (All acronyms and abbreviations can be found on page 26) Michael Johnston, President and Euro Pacific Capital, Inc. Chief Executive Officer 88 Post Road West, 2nd Floor Westport, CT 06880 Shontel Norgate, Chief Financial Officer Note Regarding Forward-Looking Information for Annual Report 2015 Telephone: +1.203.662.9700 Karen Hauff, General Counsel and This document includes “forward-looking statements” or “forward looking information” (hereinafter referred to together as “forward-looking statements”) under Attn: Thomas Tan applicable securities laws, which include all statements other than statements of historical fact. Company Secretary email: [email protected] Forward-looking statements include, but are not limited to, statements with respect to the demand for and future price of copper, gold and other metals; the Kevin Cain, VP Projects estimation of mineral resources; the realization of mineral resource estimates; plans for establishing or expanding mineral resource estimates on the Company’s Investor Relations Contact projects; the construction and delivery of the PSV; the fulfillment of the obligations under the MOSPA and the timing and sustainability of such arrangements; Jonathan Lowe, VP Strategic Development timing of the development of the Company’s seafloor production system; the Company’s SMS (including Solwara 1) and new deposits; success of exploration and and Exploration Institutional and individual investors seeking financial development activities; requirements for additional capital; government regulation of exploration operations; the Company’s financial position and business strategy; information about the Company are invited to contact plans and objectives of management for future operations, including plans to commence production at Solwara 1 in 2018; and the design and performance of Adam Wright, VP PNG Operations the PSV and the SPTs, RALS and SSLP. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not the Investor Relations team: expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such Mel Togolo, Papua New Guinea, Country Manager words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward- Telephone: +1.416.551.1100 looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the email: [email protected] Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors Paul Taumoepeau, Tonga, Country Manager include, among others, the risk of failure to obtain the significant equity and/or debt financings required to fund the completion of the build and deployment of the web: www.nautilusminerals.com Company’s seafloor production system; the risk that material assumptions listed in the paragraph below will not be borne out; changes in project parameters as plans Transfer Agent and Registrar continue to be refined; the risk that the environmental impact of the Company’s planned mining operations and seafloor production system will be different than the Stock Exchange Listing and Symbols Company’s expectations; any additional permitting or licensing requirements associated with any modifications to the scope of the Solwara 1 Project; future demand The transfer agent and registrar for the shares of the for and prices of copper, gold and other metals being lower than expected; the over-arching risk that the Company will not commence production of mineralized The Company’s shares are listed on the Toronto Stock material in 2018 or at all; possible variations in resources, grade or recovery rates; the risk of failure to conclude the investigation into the cyber-attack, the inability Company is Computershare, its offices are located at: to reach agreement with MAC as to the deposit under the vessel charter agreement, the insolvency of MAC or the applicable shipyard and other events which Exchange (TSX) under the symbol NUS, the OTCQX may cause a delay to the delivery of the PSV; the risk that the obligations under the MOSPA are not fulfilled; late delivery of the PSV and SPTs or other equipment; 9th Floor, 100 University Avenue International under the ticker NUSMF and the NASDAQ variations in the cost of the PSV and SPTs or other equipment; variations in exchange rates; the failure to obtain regulatory approval for financings; changes in the Toronto, ON M5J 2Y1 Canada cost of fuel and other inflationary factors; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining International Designation under the ticker NUSMF. industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities. As the Company has not completed an economic study in respect of the Solwara 1 Project, there can be no assurance that the Company’s production plans will, if fully funded and implemented, Annual Information Form Auditors successfully demonstrate that seafloor resource production is commercially viable. These and other risk factors are presented in the Company’s most recent Annual Information Form and other disclosure documents filed under the Company’s profile at www.sedar.com. The Company prepares an Annual Information Form PricewaterhouseCoopers LLP (AIF) which is filed with the securities commission Such forward-looking statements are current only as at the date of this Annual Report going to print ( April 1, 2016) and are based on numerous material assumptions in Canada. Copies of the AIF, annual and quarterly (that management believes were reasonable at the time they are made) regarding the Company’s present and future business strategies and the environment in Bankers which the Company will operate in the future, including the Company’s continued compliance with regulatory requirements, the estimated cost and availability of reports are available from the Canadian Securities funding for the development of the seafloor production system and the continued exploration of the Company’s tenements; and that key components of the seafloor Administrators database SEDAR (www.sedar.com) Canadian Imperial Bank of Commerce production system will be built on schedule and in accordance with the Company’s specifications, and will operate as planned. The Company has also assumed that market fundamentals will result in sustained copper and gold demand and prices; that the proposed development of its seafloor production system will be ANZ Banking Corporation viable operationally and economically and proceed as expected; and that the additional financing needed will be available on reasonable terms. With respect to the arrangement with MAC, the Company is assuming that the parties will observe their obligations, that the investigation into the cyber-attack will reach a timely conclusion and that MAC and the Company can agree how to proceed in relation to the payment of the deposit under the vessel charter agreement. Although the Company has attempted to identify important factors that could cause actual results to differ materially, the assumptions made may not prove to be correct or there may be unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.