Novadx Receives Conditional Approval for Restructuring Transaction
NEWS RELEASE
September 15, 2014 Symbol: TSX-V: NDX
Novadx Receives Conditional Approval for Restructuring Transaction
(Vancouver, BC, September 15, 2014) Novadx Ventures Corp. (the "Company") (TSX-V: NDX) The Company announced today that the TSX Venture Exchange (the "Exchange") has granted conditional approval for the Company's previously disclosed restructuring transaction ("Restructuring") with Sandstorm Metals & Energy (US) Inc. ("Sandstorm").
As disclosed in the Company's July 23, 2014 news release, in connection with the Restructuring, Sandstorm has agreed to restructure and cancel Sandstorm's previously disclosed coal streaming agreements with the Company; to settle all outstanding amounts owed to Sandstorm by the Company; and to the transfer all of Sandstorm's interest in 0955615 US Inc., to the Company, in consideration of the Company transferring the Company's wholly-owned subsidiary, MCoal Corporation, to Sandstorm.
The Company also announced that it has received Exchange approval for the conversion (the "Conversion") of previously unsecured advances (the "Advances") from ABACI Capital Limited ("ABACI") totalling $3,308,000 into a secured loan, secured against the assets of the Company and its subsidiaries, as previously disclosed in the Company's July 23, 2014 news release. In addition, the Company and ABACI intend to convert an additional unsecured $1,000,000 advance (the "US Inc. Advance") previously made by ABACI to 0955615 US Inc. into a secured loan, secured against the assets of 0955615 US Inc. Conversion of the Advances and the US Inc. Advance (the "Loans") into secured loans (the "Secured Loans") are subject to the transfer of 0955615 US Inc. to the Company under the Restructuring.
In connection with the advance by of the Loans by ABACI, Sandstorm has agreed with ABACI to transfer 20,000,000 shares of the Company held by Sandstorm to ABACI.
Completion of the Restructuring and the Conversion remains conditional upon a number of factors including final Exchange approval, appropriate regulatory approvals and the Company making all necessary submissions under the applicable policies of the Exchange for all components of the Restructuring and the Secured Loans. There can be no assurance that the transactions will be completed as proposed or at all.
The Company also announced that Sam Wong has resigned as the Company's Chief Financial Officer, Corporate Secretary and Director. Gregory Saragas, Vice President of Finance of the Company's subsidiary, MCoal Corporation, has been appointed as Interim Chief Financial Officer and Corporate Secretary. Daniel Roling, President and Chief Executive Officer of the Company commented "We wish to thank Sam for his contribution to the Company and wish him well in his future endeavors."
Investors are cautioned that, except as disclosed in any further disclosure documents filed on SEDAR in connection with the Restructuring, any information released or received with respect to the Restructuring may not be accurate or complete and should not be relied upon. Trading in the securities of Novadx Ventures Corp. should be considered highly speculative.
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.
ON BEHALF OF THE BOARD
Daniel A. Roling
President, CEO and Director
For more information about Novadx Ventures Corp. please contact:
Daniel A. Roling +1 (865) 392-4282 [email protected]
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.
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 development, acquisitions and dispositions of assets, permitting and regulatory approvals, and potential financings, borrowing and corporate debt. 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: requisite regulatory and shareholder approvals, 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 and shareholder 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.