Not for Distribution to U.S. Newswire Services or Dissemination in the United States
Trading Symbol: NDX - TSX-V
VANCOUVER, Oct. 12, 2012 /CNW/ - Novadx Ventures Corp. ("Novadx" or the "Company") (TSX-V: NDX) announces that it, together with Casimir Capital Ltd. (the "Agent"), has finalized the terms of its special warrant (the "Special Warrants") financing at a price of $0.05 per Special Warrant, for minimum aggregate proceeds of CDN $15 million (the "Minimum Amount") and maximum aggregate proceeds of CDN $25 million (the "Private Placement"), previously announced on September 21, 2012.
The Company also confirms that the previously announced proposed consolidation of the Company's issued and outstanding common shares (the "Consolidation") shall be completed on the basis of one (1) post-consolidated common share for every ten (10) pre-consolidated common shares.
The Special Warrants will be issued pursuant to a Special Warrant Indenture, with the Company's transfer agent, Computershare Investor Services Inc. (the "Warrant Agent"), acting as agent on behalf of Special Warrant holders (the "Holders"). Subject to the satisfaction of the Conversion Conditions (as defined below), each Special Warrant will entitle the Holder to acquire, without payment of additional consideration, one unit (each a "Unit") comprised of one post-consolidated common share and one-half of one share purchase warrant, on the date which is the earlier of (i) the fifth business day following the issuance of a receipt for a final prospectus qualifying the distribution of the Units (the "Prospectus") and (ii) the date which is four months and one day after issuance of the Special Warrants. Each whole share purchase warrant (a "Purchase Warrant") shall entitle the holder thereof to acquire an additional post-consolidated common share of the Company at an exercise price of $0.65 per post-consolidated common share for a period of 5 years from the date of the issuance of the Special Warrants. The Company intends to apply to list the Purchase Warrants on the TSX Venture Exchange (the "Exchange").
It is currently anticipated that Sandstorm Metals and Energy Ltd. ("Sandstorm") will subscribe for an aggregate number of Special Warrants under the Private Placement that, on conversion, will result in Sandstorm holding, when aggregated with the other securities of Novadx contemplated to be issued to Sandstorm, as described below, in excess of 20% of the aggregate issued and outstanding common shares of the Company. As a result, Sandstorm will become a new Control Person (the "Change of Control") of the Company requiring the approval of shareholders under the policies of the Exchange.
Conversion of the Special Warrants will be subject to the completion of the Consolidation and receipt of shareholder approval for the Change of Control (the "Conversion Conditions"). If the Conversion Conditions are not satisfied on or before the date that is 45 days from the closing (the "Closing") of the Private Placement, the Special Warrants shall expire and the Company shall refund the purchase price for the Special Warrants to the Holders. The Company has called an annual and general special meeting of its shareholders to be held on November 20, 2012, at which the Company, among other things, will seek approval for the Consolidation and the Change of Control.
In the event the Conversion Conditions are met, but the Company fails to obtain a receipt for the Prospectus on or before the date that is 60 days following the Closing, each unexercised Special Warrant will thereafter entitle the Holder to receive, upon the exercise or deemed exercise thereof, for no additional consideration, 1.10 Units (instead of one Unit) thereby entitling the Holder to 1.10 post-consolidated common shares and 0.55 Purchase Warrants.
Upon closing of the Private Placement, the Company will pay the Agent a fee equal to 6% of the aggregate cash proceeds of the Private Placement and warrants (the "Agent Warrants") to purchase Common Shares equal to 6% of the aggregate number of Special Warrants sold under the Private Placement. Each Agent Warrant shall be exercisable at a price of $0.50 per post-consolidation common share for a period of 24 months.
Closing of the Private Placement remains subject to the approval of the Exchange.
As previously announced in its September 21, 2012 news release, subject to the receipt of all requisite regulatory approvals and provided that the Company is successful in raising the Minimum Amount under the Private Placement, the Company also intends to issue an additional 200,000,000 Special Warrants to Sandstorm in connection with the restructuring of Sandstorm's existing coal stream agreements with the Company. In addition, Sandstorm has advanced the Company a secured credit facility (the "Credit Facility") of up to CDN $2 million to fund working capital requirements until satisfaction of the Conversion Conditions. Subject to the approval of the Exchange, the Company intends to issue up to 40,000,000 Special Warrants to Sandstorm in satisfaction of the outstanding amount due to Sandstorm under the Credit Facility.
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.
For further information:
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