NovaDX To Acquire Resource Company Portfolio
| March 31, 2006 NovaDX To Acquire Resource Company Portfolio |
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| March 31, 2006 -- NovaDX Ventures Corp. is pleased to announce that the Limited Partners of the Canadian Small Cap Resource Fund 2004 LP (the "Fund") have voted to accept NovaDx's offer to acquire the portfolio assets of the Fund. The portfolio assets of the Fund, which consist of share and warrant positions in 11 Canadian mineral exploration companies, will be acquired by NovaDx for a price of $702,485. The purchase price, which was subject to a fairness opinion received by the Fund's General Partner, was negotiated by the parties using a valuation formula taking into account recent trading activity and liquidity. Based upon the closing price of the securities on March 29, 2006, the market value of the portfolio is approximately $1,300,000. In addition, the Fund has approximately $4,075,000 in cash, net of anticipated wind-up costs. The Limited Partners now have the option of electing to receive their pro rata portion of the net asset value of the Fund either in cash or in units of NovaDx. Limited Partners electing to receive units of NovaDx will receive units at a cost of $0.30 per unit. Each NovaDx unit consists of one common share of NovaDx and one half of one share purchase warrant. Each full warrant will entitle the holder to purchase an additional common share of NovaDx at a price of $0.40 per share for one year, subject to a 30 day acceleration clause if the common shares trade at $0.60 or greater for 10 consecutive trading days. NovaDx is pleased to also announce that it has agreed to pay a solicitation fee to registered dealers that secure an election from Limited Partners to receive NovaDx units rather than cash. The fee will be equal to 4.5% of the value of the NovaDx units issued. As previously announced, NovaDx has also engaged Blackmont Capital Inc. in connection with the completion of a brokered private placement of up to $2,000,000 through the offering of units of NovaDx with identical terms to those being offered to the Limited Partners. The acquisition of the portfolio and the completion of the financing transaction remain subject to the approval of the TSX-V, which will require that NovaDx graduate from NEX to the TSX-V as an investment issuer. Trading in the common shares of NovaDx will remain halted until certain documentation is filed with the Exchange under the Exchange's Change of Business policy. The Company is also pleased to announce that Mr. Stephen Wilkinson and Mr. John Burns have joined the Board of Directors of NovaDx. Mr. Wilkinson is the President, Chief Executive Officer and a director of the General Partners for the Canadian Small Cap Resource Funds 2004 and 2005 No. 1 Limited Partnerships and the Contrarian Resource Fund 2000, 2002 and 2003 No. 1 Limited Partnerships. Mr. Wilkinson is currently President, Chief Executive Officer and Director of ValGold Resources Ltd., a Tier I mining issuer listed on the TSX Venture Exchange. He is a mining executive and business consultant based in North Vancouver, British Columbia. Mr. Wilkinson was President, Chief Executive Officer and Director of Northern Orion Explorations Ltd. from 1999 to 2002 and from 1996 to 1999, he was the Vancouver-based mining analyst for RBC Dominion Securities Inc. responsible for small capitalization and gold and base metal companies. Mr. Wilkinson holds an MBA from Clarkson University, Potsdam New York, an M.Sc. (Geology) from Carlton University, and a B.Sc. (Geology) from the University of Western Ontario. Mr. Burns has been an independent businessman since 1997 and has been employed as a consultant to several private and public companies providing business management, fundraising and financial consulting services. He was formerly Managing Director and Global Head of Structured Commodity Derivative Finance at Barclays Bank PLC, England. Currently, Mr. Burns is a director of several public and private companies, the Managing Director and an associated person of Frontier Risk Management Inc., and a Commodities Trading Advisor in Chicago, Illinois. The Company also announces that Mr. James Tutton has resigned from the Board of Directors. The Company wishes to extend their deep gratitude to Mr. Tutton for his contribution to the Board. Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of NovaDx Ventures Corp. should be considered highly speculative. 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. 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, please contact Scott Ackerman at 1-866-824-8938. |