Novadx Closes Debenture Private Placement
For Immediate Release
Novadx Closes Debenture Private Placement
(Vancouver, BC, June 11, 2010) Novadx Ventures Corp (“Novadx”) (TSX‐V: NDX) announces that it, together with its wholly‐owned subsidiary, MCoal Corporation (“MCoal”), has closed the brokered private placement offering of secured 12% redeemable debentures of MCoal (“Debentures”) in the aggregate principal amount of $1,488,000, announced on January 22, 2010 and amended February 5 and March 18, 2010, with Canaccord Genuity Corp. (the Agent) acting as the Agent.
For each $100.00 in principal amount of Debentures subscribed for, subscribers also receive 100 detachable non‐transferrable warrants of Novadx (the "Warrants"). Each Warrant entitles the holder to acquire one common share of Novadx at a price of $0.25 per share for a period of 2 years from the date of issuance. The Debentures are secured against MCoal’s assets and guaranteed by Novadx, and bear simple interest of 12% per annum, payable monthly in arrears on the last day of each month, calculated daily and mature on June 11, 2012. The Debentures are redeemable after twelve months and will be repaid in 12 equal monthly instalments, on the last day of each month to the maturity date.
In connection with the private placement, the Company has paid the Agent a cash commission of $89,280 and issued 744,000 non‐transferrable warrants of Novadx (the "Agent's Warrants"). Each Agent's Warrant entitles the holder to acquire one common share of Novadx at a price of $0.20 per share for a period of 2 years from the date of issuance. The Company also paid a corporate finance fee of $50,000, payable as to 50% in cash and as to 50% in common shares of Novadx at a deemed price of $0.20 per share for a total of 125,000 common shares. All of the securities issued under the private placement are subject to a hold period of four months plus a day from date of issue.
Proceeds from the Debentures will be used by MCoal to pay the costs of the Offering, repay outstanding loans plus accrued interest thereon and as working capital associated with the commencement of mining operations at its Rosa Coal Mine located in northern Alabama.
The Company also announces that it has received notice from the holders of the $1,000,000 Series “A” 12% per annum Secured Convertible Debenture that due December 12, 2010 of their intent to convert the Debentures into a 25% Joint Interest in the Rosa Coal Mine. The parties are currently negotiating the terms of the definitive joint venture agreement.
About MCoal: MCoal Corporation is a wholly‐owned subsidiary of Novadx Ventures Corp., which operates the Rosa Coal Mine. The Rosa Mine is a metallurgical coal mine located in Northern Alabama, approximately 40 miles north of the City of Birmingham. In addition to operating the Rosa Mine, MCoal is actively evaluating a number of high quality coal acquisition opportunities in the Appalachian coal region to increase its reserves and production.
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 currently permitting 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]