Novadx Completes Restructuring Transaction

NEWS RELEASE

November 24, 2014 Symbol: TSX-V: NDX

Novadx Completes Restructuring Transaction

(Vancouver, BC, November 24, 2014) Novadx Ventures Corp. (the "Company" or "Novadx") (TSX-V: NDX) is pleased to announce that it has completed its 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, the Company and Sandstorm have restructured and canceled Sandstorm's previously disclosed coal streaming agreements with the Company and Sandstorm has cancelled an aggregate of US $31,528,001 owed to Sandstorm by the Company and transferred all of the issued and outstanding shares of 0955615 B.C. Ltd. to the Company. As previously disclosed, 0955615 B.C. Ltd owns the Mine 12, the Turley Rail Load- Out, and the Smokey Junction Preparation Plant located in Campbell and Scott Counties, Tennessee.

In consideration, the Company has transferred to Sandstorm the stock of the Company's wholly-owned subsidiary, MCoal Corporation, which holds the Rosa Mine, located in Blount County, Alabama. In addition, the Company has granted Sandstorm a royalty of US$2.00 per ton of coal produced and sold from the Company's Tennessee based Rex Property, subject to minimum annual royalty payments of US $200,000.

In connection with the closing of the Restructuring, the Company and ABACI Capital Limited ("ABACI") have amended the terms of previously advanced unsecured loans having an aggregate principal amount of US $3,308,000 (the "Novadx Loan") from ABACI to Novadx, and a previously advanced unsecured loan having a principal amount of US $1,000,000 from ABACI to 0955615 US Inc. (the "US Inc. Loan"). Under the amended terms, both the Novadx Loan and the US Inc. Loan will bear interest at a rate of 10% per annum and will mature and become payable on the earlier of: a) the date that is six months from the date that Novadx's shares resume trading on the TSX Venture Exchange; and b) June 1, 2015. In addition, the Novadx Loan is now secured against the assets of Novadx and its subsidiaries, and the US Inc. Loan is secured against the assets of 0955615 US Inc.

Sandstorm and ABACI have advised that Sandstorm will not complete the previously proposed transfer of 20,000,000 common shares of Novadx to ABACI until the Cease Trade Order issued by the British Columbia Securities Commission on November 5, 2014 in respect to Novadx’s securities has been revoked.

The Restructuring is a "related party transaction" under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). There has been no prior formal valuation of the Company or the assets involved in the Restructuring as there has not been any necessity to do so. The Restructuring is exempt from the formal valuation requirements under Section 5.4 of MI 61-101 and the minority approval requirements under Section 5.6 of MI 61-101 pursuant to the Company's reliance on the financial hardship exemption under Sections 5.5(g) and 5.7(1)(e), respectively, of MI 61-101. The Restructuring was reviewed and approved unanimously by the Company's board of directors. Completion of the Restructuring has allowed the Company to significantly improve its current working capital deficiency position.

The Company also announced that Daniel A. Roling has announced his intention to resign as Chief Executive Officer of the Company, effective at the end of 2014, provided certain conditions are met. Following his resignation, Mr. Roling will continue to serve as a member of the Company's Board of Directors.

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.