Not for Distribution to U.S. Newswire Services or Dissemination in the United States
Trading Symbol: NDX - TSX-V
VANCOUVER, Sept. 21, 2012 /CNW/ - Novadx Ventures Corp. ("Novadx" or the "Company") (TSX-V: NDX) is pleased to announce that Daniel Roling has been appointed as President, CEO and Director of Novadx and its subsidiaries effective immediately.
Mr. Roling was previously the President and CEO of National Coal Corp., a southern Appalachian coal producer, from August 2006 until it was sold in December 2010. While at National Coal Corp., Mr. Roling restructured the management team and the assets, improving the operating efficiency and financial health of National Coal, while significantly increasing the reserve base and doubling coal production. Prior to serving at National Coal Corp., Mr. Roling was First Vice President and Global Senior Metals and Mining Analyst at Merrill Lynch, where he was employed for 25 years. Mr. Roling is both a Certified Public Accountant and a Chartered Financial Analyst, and is a long-standing member of the National Coal Council, which reports directly to the Secretary of the Department of Energy. Neil MacDonald will assume the position of Executive Vice President.
In connection with his appointment as President and Chief Executive Officer, the Company has entered into an Employment Agreement with Mr. Roling, pursuant to which the Company has agreed, subject to Exchange approval, to grant Mr. Roling up to 4,000,000 common shares over a period of three years pursuant to a restricted share plan to be implemented by the Company.
As part of the restructuring initiative, the Company intends to change its name to Blackpaw Coal Corp.
Daniel Roling noted, "I am extremely pleased to join the Novadx team and believe that with the Company's quality assets, new brand and strengthened balance sheet resulting from the proposed restructuring plan, the future holds significant promise for all stakeholders. The high quality coal reserves and resources controlled by the Company position it for meaningful growth and earnings upon completion of its proposed recapitalization."
The Company has engaged Casimir Capital Ltd. to act as agent in connection with an offering of special warrants, at a price of CDN$0.05 per special warrant, for gross proceeds of between CDN$15 million and CDN$25 million (the "Offering"). The securities underlying the special warrants shall consist of a common share and may include a warrant, the terms of which will be determined in conjunction with Casimir Capital, taking into account market considerations. Sandstorm Metals & Energy Ltd. ("Sandstorm") has agreed to subscribe for up to CDN$5 million of the Offering. Included in Sandstorm's commitment is a secured credit facility of up to CDN$2.0 million to fund ongoing working capital requirements until the Offering is completed. The credit facility bears interest at 8% per annum and will automatically convert into equity of Novadx on the same terms as the Offering, at the closing of the Offering.
The proceeds from the Offering will be used to bring the high quality coal assets at both the Rosa and Rex mines into production. Both mines are fully permitted and can be put into production in an expedited manner. Rosa's reserves are a high quality Mid-Vol metallurgical coal suited for the coking and activated carbon coal markets, while the reserves at Rex are a specialty High-Vol coal with metallurgical properties suited for the silicon metal and ferro-silicon coal markets.
In the event that the Company is successful in securing not less than US$15 million in external financing, Sandstorm has also agreed to restructure its existing coal stream agreements with Novadx on the following basis:
|a)|| US$10 million will convert into Novadx equity, at an effective price of CDN$0.05 per share, through the same instrument as utilized in the Offering;
|b)||US$10 million will convert into a secured convertible debenture of Novadx, due 5 years from the closing date of the Offering and bearing interest of 8%, which is not payable until maturity. Sandstorm has the option to convert the debenture into equity of Novadx at CDN $0.10 per share. Subject to Sandstorm's conversion right, Novadx can repay the principal and interest outstanding, in whole or in part, at any time, by paying an amount equal the principle amount and interest outstanding thereon, plus an amount equal to the amount by which the value of the shares issuable on conversion would exceed the principle amount (the "Convertibility Premium"). At Novadx's option, the Convertibility Premium may be paid in cash or shares issuable at a price equal to the 20 day VWAP; and|
|c)||The balance, of approximately US$10 million, will convert into a gross overriding royalty at the rate of US$4.50 per ton of coal sold from the Rex and Rosa Mines, for the life of the mines, until such time as Sandstorm receives royalty income of US$10 million plus an after-tax IRR of 12%, at which time the Gross Overriding Royalty rate shall decrease to US$2.00 per ton.|
In addition, following completion of the Offering the Company is proposing a consolidation of its issued and outstanding common shares on the basis of one (1) post-consolidation common share for up to every ten (10) pre-consolidation common shares, with the final consolidation ratio to be set by the Company's Board of Directors.
Certain aspects of the proposed restructuring plan remain subject to the approval of the Company's Shareholders at its Annual and Special Meeting of the Shareholders to be held on November 20th, 2012 and the approval of the TSX Venture Exchange.
A conference call will be held later today, Friday, September 21, 2012 starting at 8:30am PDT (11:30am EDT) during which Mr. Roling will discuss the Company's restructuring plan and objectives. To listen to the conference call, use the following dial in numbers:
Operator Assisted Toll-Free Dial-In Number: (888) 241-0394
International Dial-In #: (647) 427-3413
About Novadx: Novadx Ventures Corp. is a Vancouver based mining investment company. Through its wholly owned subsidiary, Novadx's primary focus is to invest its capital to acquire and develop companies with active or near production high quality coal reserves in the US Appalachia coal region. Novadx intends to continue to grow the value of its coal investments through expanding production and reserves amongst its existing investments and by investing in additional acquisitions. Novadx is actively evaluating a number of high quality coal acquisition opportunities. For more information please visit www.novadx.com.
About MCoal: MCoal Corporation is a wholly-owned subsidiary of Novadx Ventures Corp. which operates the Rosa coal mine in Blount County, Alabama and is developing the Rex No.1 coal mine in Campbell County, Tennessee.
ON BEHALF OF THE BOARD
Daniel A. Roling
President, CEO and Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the qualification under the securities laws of such jurisdiction.
This release contains "forward-looking information" that includes information relating to future events and future financial and operating performance, including management's assessment of Novadx's and MCoal's future outlook, potential financings, potential acquisitions, properties, permitting and mining activities and production. Specifically, this release contains forward-looking information related to estimated coal reserves and resources, future development of assets, mining operations, permitting and regulatory approvals, compensation reserves or properties and potential financings. Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. Forward-looking information should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking information is based on information available at the time it is made and/or management's good faith belief as of that time with respect to future events, and such information is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking information. Important factors that could cause these differences include but are not limited to: actual or expected sampling or production results, pricing and assumptions, projections concerning reserves and/ or resources in our mining operations; changes in contracted sales, the business of the Company may suffer as a result of uncertainty surrounding the coal market; the Company may be adversely affected by other economic, business, and/or competitive factors; the worldwide demand for coal; the price of coal; the price of alternative fuel sources; the supply of coal and other competitive factors; the costs to mine and transport coal; the ability to maintain existing mining leases and rights and the ability obtain new mining leases, rights and permits; governmental and regulatory approvals, the costs of reclamation of previously mined properties; the risks of expanding coal mining activities and production; the ability to bring new mines on line on schedule; industry competition; the Company's ability to continue to execute its growth strategies; the Company's ability to secure and complete additional financing and debt restructuring; the Company's ability to complete planned acquisitions; and general economic conditions. You should not put undue reliance on any forward-looking information. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking information, no inference should be drawn that we will make additional updates with respect to those or other forward-looking information. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
SOURCE: Novadx Ventures Corp.
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604 684 6730 | 1 866 684 6730
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