Novadx Announces Restructuring Initiatives and the Appointment of Daniel Roling as President & CEO
21 September 2012 - 1:00PM
PR Newswire (Canada)
Not for Distribution to U.S. Newswire Services or Dissemination in
the United States Trading Symbol: NDX - TSX-V VANCOUVER,
Sept. 21, 2012 /CNW/ - Novadx Ventures Corp. ("Novadx" or the
"Company") is pleased to announce that Daniel Roling has been
appointed as President, CEO and Director of Novadx and its
subsidiaries effective immediately. Mr. Roling was previously the
President and CEO of National Coal Corp., a southern Appalachian
coal producer, from August 2006 until it was sold in December 2010.
While at National Coal Corp., Mr. Roling restructured the
management team and the assets, improving the operating efficiency
and financial health of National Coal, while significantly
increasing the reserve base and doubling coal production.
Prior to serving at National Coal Corp., Mr. Roling was First Vice
President and Global Senior Metals and Mining Analyst at Merrill
Lynch, where he was employed for 25 years. Mr. Roling is both a
Certified Public Accountant and a Chartered Financial Analyst, and
is a long-standing member of the National Coal Council, which
reports directly to the Secretary of the Department of Energy. Neil
MacDonald will assume the position of Executive Vice President. In
connection with his appointment as President and Chief Executive
Officer, the Company has entered into an Employment Agreement with
Mr. Roling, pursuant to which the Company has agreed, subject to
Exchange approval, to grant Mr. Roling up to 4,000,000 common
shares over a period of three years pursuant to a restricted share
plan to be implemented by the Company. As part of the restructuring
initiative, the Company intends to change its name to Blackpaw Coal
Corp. Daniel Roling noted, "I am extremely pleased to join the
Novadx team and believe that with the Company's quality assets, new
brand and strengthened balance sheet resulting from the proposed
restructuring plan, the future holds significant promise for all
stakeholders. The high quality coal reserves and resources
controlled by the Company position it for meaningful growth and
earnings upon completion of its proposed recapitalization." The
Company has engaged Casimir Capital Ltd. to act as agent in
connection with an offering of special warrants, at a price of
CDN$0.05 per special warrant, for gross proceeds of between CDN$15
million and CDN$25 million (the "Offering"). The securities
underlying the special warrants shall consist of a common share and
may include a warrant, the terms of which will be determined in
conjunction with Casimir Capital, taking into account market
considerations. Sandstorm Metals & Energy Ltd. ("Sandstorm")
has agreed to subscribe for up to CDN$5 million of the Offering.
Included in Sandstorm's commitment is a secured credit facility of
up to CDN$2.0 million to fund ongoing working capital requirements
until the Offering is completed. The credit facility bears interest
at 8% per annum and will automatically convert into equity of
Novadx on the same terms as the Offering, at the closing of the
Offering. The proceeds from the Offering will be used to bring the
high quality coal assets at both the Rosa and Rex mines into
production. Both mines are fully permitted and can be put into
production in an expedited manner. Rosa's reserves are a high
quality Mid-Vol metallurgical coal suited for the coking and
activated carbon coal markets, while the reserves at Rex are a
specialty High-Vol coal with metallurgical properties suited for
the silicon metal and ferro-silicon coal markets. In the event that
the Company is successful in securing not less than US$15 million
in external financing, Sandstorm has also agreed to restructure its
existing coal stream agreements with Novadx on the following basis:
a) US$10 million will convert into Novadx equity, at an effective
price of CDN$0.05 per share, through the same instrument as
utilized in the Offering; b) US$10 million will convert into a
secured convertible debenture of Novadx, due 5 years from the
closing date of the Offering and bearing interest of 8%, which is
not payable until maturity. Sandstorm has the option to convert the
debenture into equity of Novadx at CDN $0.10 per share. Subject to
Sandstorm's conversion right, Novadx can repay the principal and
interest outstanding, in whole or in part, at any time, by paying
an amount equal the principle amount and interest outstanding
thereon, plus an amount equal to the amount by which the value of
the shares issuable on conversion would exceed the principle amount
(the "Convertibility Premium"). At Novadx's option, the
Convertibility Premium may be paid in cash or shares issuable at a
price equal to the 20 day VWAP; and c) The balance, of
approximately US$10 million, will convert into a gross overriding
royalty at the rate of US$4.50 per ton of coal sold from the Rex
and Rosa Mines, for the life of the mines, until such time as
Sandstorm receives royalty income of US$10 million plus an
after-tax IRR of 12%, at which time the Gross Overriding Royalty
rate shall decrease to US$2.00 per ton. In addition, following
completion of the Offering the Company is proposing a consolidation
of its issued and outstanding common shares on the basis of one (1)
post-consolidation common share for up to every ten (10)
pre-consolidation common shares, with the final consolidation ratio
to be set by the Company's Board of Directors. Certain aspects of
the proposed restructuring plan remain subject to the approval of
the Company's Shareholders at its Annual and Special Meeting of the
Shareholders to be held on November 20(th), 2012 and the
approval of the TSX Venture Exchange. A conference call will be
held later today, Friday, September 21, 2012 starting at 8:30am PDT
(11:30am EDT) during which Mr. Roling will discuss the Company's
restructuring plan and objectives. To listen to the conference
call, use the following dial in numbers: Operator Assisted
Toll-Free Dial-In Number: (888) 241-0394
International Dial-In #: (647) 427-3413 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 #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. Novadx Ventures Corp. CONTACT: For more
information about Novadx Ventures Corp. please contact:Kin
Communications Inc.604 684 6730 | 1 866 684
6730ir@kincommunications.comDaniel Roling604 633-2776 ext
27droling@novadx.com
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