Novadx closes on non‐brokered private placement Novadx Ventures Corp, President & CEO, Neil MacDonald, reports:
For Immediate Release
Novadx closes on non‐brokered private placement
Novadx Ventures Corp, President & CEO, Neil MacDonald, reports:
(Vancouver, BC, April 13, 2010) Novadx Ventures Corp (“Novadx” or the “Company”) ‐ TSX‐V: NDX announces that it has closed on 8,500,000 units of a non‐brokered private placement of the Company that was previously announced on March 18, 2010 and amended on March 31, 2010, at a price of $0.20 per unit. Gross proceeds of the closing were $1,700,000 and insiders of the Company subscribed for a total of 215,000 units. Each unit consists of one common share and one‐half of one non‐transferable share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.25 per share for a period of 12 months from the date of closing.
In accordance with the TSX Ventures policies, the Company paid finder’s fees of $91,860, and issued 765,500 compensation warrants in connection to the financing. Each compensation warrant is exercisable into 1 common share of the Company at a price of $0.25 per share for a period of 1 year from closing.
The net proceeds from the financing will be used for working capital associated with the commencement of production at the Company’s wholly‐owned subsidiary, MCoal Corporation‘s Rosa Mine Site. All of the securities issued under the private placement will be subject to a hold period of four months and one day from the date of issuance.
The MacDonald Children Family Trust (“Family Trust”), of which Neil MacDonald CEO of Novadx is Trustee, acquired 70,000 units under the private placement. Upon completion of the offering, the Family Trust has ownership and control over in aggregate, 470,000 common shares, representing 0.97% of then outstanding shares of Novadx (755,000 common shares representing 1.16% assuming exercise of the warrants). Upon the completion of the offering, the Family Trust and Neil MacDonald hold, in aggregate, 5,199,009 common shares representing 10.69% of the then outstanding shares of the Issuer (8,238,609 common shares representing 12.61% assuming exercise of the warrants).
The Company understands that the Family Trust acquired the securities for investment purposes and that the Family Trust and Mr. MacDonald have no present intention to acquire further securities of the Company, although they may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report filed by the Family Trust filed with the applicable securities regulators in connection with the private placement is available under the Company's SEDAR profile at www.sedar.com.
The Company also announces that it has filed a technical report prepared in accordance with National Instrument 43‐101 relating to the Rosa Mine located in Birmingham, Alabama under the Company's SEDAR profile at www.sedar.com.
About MCoal: MCoal Corporation, a wholly owned subsidiary of Novadx Ventures Corp., has been actively acquiring surface and mineral interests that cover the Rosa Coal deposit. The Rosa Coal Project is a metallurgical coal mine located in Blount County in Northern Alabama, approximately 40 miles from the City of Birmingham. Birmingham provides a nearby local market for the Rosa Coal and is the location of two existing coking plants that have historically used the Rosa Coal in their operations.
About Novadx: Novadx is a Vancouver‐based Investment Company whose primary focus is on providing merchant banking services to natural resource companies. Novadx structures and makes direct equity investments as a principal and provides management and other related services to companies in specific resource sectors, such as MCoal Corporation, a subsidiary company that has obtained all necessary operating permits and is now opening a metallurgical coal mine in the State of Alabama, USA. For more information please visit www.novadx.com.
This press release is not for distribution in the United States or over United States wire services.
ON BEHALF OF THE BOARD Neil MacDonald President and 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.
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. 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.
For more information about Novadx Ventures Corp. please contact:
Neil MacDonald, President and CEO (604) 633-2776 [email protected]
Robin Bjorklund, or Griff Jones Investor Relations OceanPoint Advisors Inc.
(604) 682-7339 [email protected] [email protected]