Novadx Announces Terms of Special Warrant Financing and Consolidation
12 Oktober 2012 - 3:00PM
PR Newswire (Canada)
Not for Distribution to U.S. Newswire Services or Dissemination in
the United States Trading Symbol: NDX - TSX-V VANCOUVER, Oct.
12, 2012 /CNW/ - Novadx Ventures Corp. ("Novadx" or the "Company")
announces that it, together with Casimir Capital Ltd. (the
"Agent"), has finalized the terms of its special warrant (the
"Special Warrants") financing at a price of $0.05 per Special
Warrant, for minimum aggregate proceeds of CDN $15 million (the
"Minimum Amount") and maximum aggregate proceeds of CDN $25 million
(the "Private Placement"), previously announced on September 21,
2012. The Company also confirms that the previously announced
proposed consolidation of the Company's issued and outstanding
common shares (the "Consolidation") shall be completed on the basis
of one (1) post-consolidated common share for every ten (10)
pre-consolidated common shares. The Special Warrants will be issued
pursuant to a Special Warrant Indenture, with the Company's
transfer agent, Computershare Investor Services Inc. (the
"Warrant Agent"), acting as agent on behalf of Special
Warrant holders (the "Holders"). Subject to the satisfaction
of the Conversion Conditions (as defined below), each Special
Warrant will entitle the Holder to acquire, without payment of
additional consideration, one unit (each a "Unit") comprised of one
post-consolidated common share and one-half of one share purchase
warrant, on the date which is the earlier of (i) the fifth business
day following the issuance of a receipt for a final prospectus
qualifying the distribution of the Units (the "Prospectus") and
(ii) the date which is four months and one day after issuance of
the Special Warrants. Each whole share purchase warrant (a
"Purchase Warrant") shall entitle the holder thereof to acquire an
additional post-consolidated common share of the Company at an
exercise price of $0.65 per post-consolidated common share for a
period of 5 years from the date of the issuance of the Special
Warrants. The Company intends to apply to list the Purchase
Warrants on the TSX Venture Exchange (the "Exchange"). It is
currently anticipated that Sandstorm Metals and Energy Ltd.
("Sandstorm") will subscribe for an aggregate number of Special
Warrants under the Private Placement that, on conversion, will
result in Sandstorm holding, when aggregated with the other
securities of Novadx contemplated to be issued to Sandstorm, as
described below, in excess of 20% of the aggregate issued and
outstanding common shares of the Company. As a result,
Sandstorm will become a new Control Person (the "Change of
Control") of the Company requiring the approval of shareholders
under the policies of the Exchange. Conversion of the Special
Warrants will be subject to the completion of the Consolidation and
receipt of shareholder approval for the Change of Control (the
"Conversion Conditions"). If the Conversion Conditions are
not satisfied on or before the date that is 45 days from the
closing (the "Closing") of the Private Placement, the Special
Warrants shall expire and the Company shall refund the purchase
price for the Special Warrants to the Holders. The Company
has called an annual and general special meeting of its
shareholders to be held on November 20, 2012, at which the Company,
among other things, will seek approval for the Consolidation and
the Change of Control. In the event the Conversion Conditions are
met, but the Company fails to obtain a receipt for the Prospectus
on or before the date that is 60 days following the Closing, each
unexercised Special Warrant will thereafter entitle the Holder to
receive, upon the exercise or deemed exercise thereof, for no
additional consideration, 1.10 Units (instead of one Unit) thereby
entitling the Holder to 1.10 post-consolidated common shares and
0.55 Purchase Warrants. Upon closing of the Private Placement, the
Company will pay the Agent a fee equal to 6% of the aggregate cash
proceeds of the Private Placement and warrants (the "Agent
Warrants") to purchase Common Shares equal to 6% of the aggregate
number of Special Warrants sold under the Private Placement.
Each Agent Warrant shall be exercisable at a price of $0.50 per
post-consolidation common share for a period of 24 months. Closing
of the Private Placement remains subject to the approval of the
Exchange. As previously announced in its September 21, 2012 news
release, subject to the receipt of all requisite regulatory
approvals and provided that the Company is successful in raising
the Minimum Amount under the Private Placement, the Company also
intends to issue an additional 200,000,000 Special Warrants to
Sandstorm in connection with the restructuring of Sandstorm's
existing coal stream agreements with the Company. In
addition, Sandstorm has advanced the Company a secured credit
facility (the "Credit Facility") of up to CDN $2 million to fund
working capital requirements until satisfaction of the Conversion
Conditions. Subject to the approval of the Exchange, the
Company intends to issue up to 40,000,000 Special Warrants to
Sandstorm in satisfaction of the outstanding amount due to
Sandstorm under the Credit Facility. 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: Kin
Communications Inc.604 684 6730 | 1 866 684
6730ir@kincommunications.comDaniel Roling604 633-2776 ext
27droling@novadx.com
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