NovaDX Completes Acquisition of Resource Portfolio and Graduates to TSX Venture Exchange
| May 17, 2006 NovaDX Completes Acquisition of Resource Portfolio and Graduates to TSX Venture Exchange |
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| May 17, 2006 -- NovaDX Ventures Corp. is pleased to announce that the Company has completed the acquisition of the portfolio assets held by the Canadian Small Cap Resource Fund 2004 Limited Partnership ("CSCRF") and has now graduated from the NEX Board to the TSX Venture Exchange as an Investment Issuer. Effective at the market open, May 18, 2006, the shares of the Company will commence trading on the TSX Venture Exchange and the trading symbol of the Company will change from NDX.H to NDX. As an Investment Issuer, the Company intends to invest in exploration stage resource issuers that have demonstrated the value of their project and where the Company has confidence in the ability of the issuer's management to advance the project and to gain the attention of the equity markets. The Company will also invest in more advanced projects where it believes that the project is worthy and management has fully demonstrated the capacity to develop mineral assets. NovaDx may also purchase net smelter and royalty interests which will create longer-term cash flow streams. In connection with the graduation to the Venture Exchange, NovaDx has retained Bolder Investment Partners, Ltd as the Company's Investment Advisor. As previously announced, NovaDx had entered into an asset transfer agreement with the CSCRF, a flow-through fund holding a portfolio of publicly traded securities of junior resource companies engaged in mineral exploration in Canada. NovaDx acquired the portfolio assets of the CSCRF, which consisted of share and warrant positions in 11 public companies. The purchase price for the assets was paid $395,381.73 in cash and through the issuance of 1,023,678 units of NovaDx, at a deemed price of $0.30 per unit. Each NovaDx unit consists of one common share and one-half of one share purchase warrant, with each full warrant entitling the holder to purchase an additional common share of NovaDx at a price of $0.40 per share until May 17, 2007. The warrants are subject to a 30 day acceleration clause if the common shares trade on the Exchange at a price of $0.60 or more for 10 consecutive trading days. The underlying securities are subject to a hold period expiring September 18, 2006. The subscription receipts from the previously closed brokered private placement have now been exercised into 2,717,500 units of the Company and the gross proceeds of $815,250 have been released to NovaDx. Each unit is comprised of one common share and one half of one share purchase warrant and have the same terms as the securities issued pursuant to the acquisition of the CSCRF portfolio assets. The underlying securities are subject to a hold period expiring August 29, 2006. In connection with the graduation to the Venture Board of the TSX, the Company announces the following changes to management and the board of directors. Stephen Wilkinson has been appointed President and Chief Executive Officer, replacing Scott Ackerman. Mr. Ackerman will continue to serve as a director. Toby Lim has resigned a director and Kenneth R. Yurichuk has been appointed Chief Financial Officer. 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, the Contrarian Resource Fund 2000, 2002 and 2003 No. 1 Limited Partnerships, the General Partners of the Prior 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, corporate director 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. Yurichuk has acted as a director and officer of the General Partners for the Contrarian Resource Fund 2002 Limited Partnership, the Contrarian Resource Fund 2003 No. 1 Limited Partnership, the Mavrix Resource Fund 2004 Limited Partnership, the Mavrix Resource Fund 2004 - II Limited Partnership and the Mavrix Resource Fund 2005 - I Limited Partnership and a director of Mavrix Fund Management Inc. He is also a Chartered Accountant and senior partner in the public accounting firm Bobot & Yurichuk LLP, Chartered Accountants, Toronto. Mr. Yurichuk has been in public practice for over 30 years and has served as director and officer of private and publicly-traded corporations involved in a wide range of businesses including mining, real estate development, investment and manufacturing. About NovaDx The Company is a newly created investment firm that intends to focus on small to micro-cap resource issuers, a largely overlooked but important sector of the equity markets. NovaDx's business plan involves seeking out investment opportunities for private placements of funds for working capital. In addition, NovaDx will pursue merchant banking opportunities in the natural resource sector making investments both inside and outside North America. The investment objective for NovaDx is to achieve early cash flow and ultimately earnings by investing in transactions that have the potential for exceptional returns in the junior resource sector. Investments will be made through a well-tested process that has been in part developed by the Canadian Small Cap Resource Fund flow-through limited partnerships to maximize returns while minimizing risk. The Company's investment selection will take advantage of opportunities identified from the knowledge base and industry contacts of its Board of Directors, its Advisory Committee and its Investment Advisor. 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 Stephen Wilkinson at 1-888-350-8818 or 604-331-1223. |