News Release Sep 21, 2012 - NDX "I like the highli
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Novadx Announces Restructuring Initiatives and the Appointment of Daniel Roling as President & CEO
(Vancouver, BC, September 21, 2012) Novadx Ventures Corp. (“Novadx” or the “Company”) (TSX-V: NDX) 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 20th, 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 No.1 coal mine in Campbell County, Tennessee.
ON BEHALF OF THE BOARD
Daniel A. Roling
President, CEO and Director