/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
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Maximizes productivity and future expansion through second mine entry on
Rex coal.
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Potential to significantly increase reserves, resources and mine life.
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Facilitates a quicker start-up of mining operations at Rex No. 1 mine.
Trading Symbol: NDX - TSX-V
VANCOUVER, Jan. 2, 2013 /CNW/ - Novadx Ventures Corp. ("Novadx" or the "Company") (TSX-V: NDX) and Sandstorm Metals & Energy Ltd. ("Sandstorm") announce completion of the acquisition (previously announced on
October 16, 2012) of Mine 12, the Turley Rail Load-Out, and the Smokey
Junction Preparation Plant (the "Acquisition") located in Campbell and Scott Counties, Tennessee (the "Tennessee Properties"). The Tennessee Properties were acquired from Premium Coal Company
National Coal, LLC and Jacksboro Coal Company, LLC for an aggregate
purchase price of US$8.5 million (the "Purchase Price").
The Acquisition was completed through a newly incorporated company ("US Inc.") owned by Sandstorm. Novadx will have full control over management and
operation of US Inc. and, subject to Novadx completing financings for
minimum aggregate proceeds of not less than $10,000,000, Novadx will
have a one-year option (the "Option Period") to acquire Sandstorm's interest in US Inc. at cost. Novadx will be
responsible for the costs of any operations until the expiry of the
Option Period. The Purchase Price was paid through a cash payment of
US$3,000,000 contributed by Sandstorm, US$2,000,000 paid through the
issuance of 4,377,675 common shares of Sandstorm and a 5 year secured
loan from National Coal LLC. to US Inc. in the amount of US$3,500,000
(the "Loan"). The Loan is secured by a first lien and security interest in the
Smokey Junction Preparation Plant, payable in annual installments of US
$700,000 in principal plus accrued interest at the Prime Rate quoted in
the Wall Street Journal. US Inc. may pay the outstanding principal
balance plus accrued interest at any time prior to maturity without
penalty. Sandstorm has the option to pay the outstanding principal
balance plus accrued interest at any time through the issuance of
Sandstorm common shares at the 10 day trading average prior to
Sandstorm making such election. Novadx has otherwise agreed to fund
the repayment of the Loan and in doing so will earn up to a 41.2%
ownership interest in US Inc. based on its and Sandstorm's relative
contribution to the Purchase Price. By exercising the Option and
repaying the Loan, Novadx would gain a 100% interest in the Tennessee
Properties.
Mine 12 is contiguous with Novadx's existing Rex coal reserves and will
provide a second mine entry into the high quality coal seam and
potentially add to the reserves and resources and extend the mine life.
In addition, the Smokey Junction Preparation Plant should facilitate a
more rapid start-up of mining operations at the Rex No. 1 mine and the
Turley Rail Load-Out facility brings improved market access, both
domestic and export. The acquisition of the Tennessee Properties
significantly improves Novadx's asset package and marketability and
puts Novadx in a more favorable position to complete the special
warrant financing previously announced on September 21, 2012 and
October 12, 2012. The US$3,000,000 cash commitment from Sandstorm
towards the Purchase Price forms part of Sandstorm's previously
announced commitment to subscribe for up to $5,000,000 under the Novadx
special warrant financing.
Novadx CEO, Mr. Daniel Roling commented, "With completion of this
acquisition, the Company now has the complete suite of assets needed to
produce, prepare, and ship coal at its Tennessee operations. Not only
does this improve our access to Rex coal, it should ultimately increase
our reserve and resource position in this highly sought after coal. "
Mr. Roling continued "Our immediate objective continues to be
completion of the announced equity raise, proceeds of which will be
used to bring the Tennessee assets into production. There is much to
do to bring these facilities on line; however, we believe that
objective is achievable within three to six months. It is our
objective to be producing and shipping coal to customers six months
after completion of our announced equity raise."
Addressing the Company's objective Mr. Roling went on to say that a
number of productive meetings with potential investors had been held,
and said additional meetings are being scheduled. "It is my view that
we have come a very long way in a very short period of time, and
success is within our reach. With the holiday season now over, the
Company is continuing its efforts to complete the previously announced
Special Warrant Financing."
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
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 future development of assets, mining
operations, permitting and regulatory approvals, 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:
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 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.
SOURCE: Novadx Ventures Corp.
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