22 January 2010
For Immediate ReleaseNovadx and MCoal Engage Canaccord Financial as Lead Agent
for Private Placement of MCoal Debentures
(Vancouver, BC, January 22, 2010) Novadx Ventures Corp (“Novadx”) (TSX-V: NDX) is pleased to announce that it, together with its wholly-owned subsidiary, MCoal Corporation (“MCoal”), has entered into an agreement with Canaccord Financial Inc. (the “Agent”), whereby Canaccord has agreed to act as Agent, on a commercially reasonable efforts basis, in connection with an offering (the "Offering") of a minimum of 25,200 to a maximum of 30,000 secured, redeemable debentures (the “Debentures”) to be issued by MCoal, at an offering price of $100 per Debenture for gross proceeds of a minimum of US$2,520,000 to a maximum of US$3,000,000.
The Debentures will be subject to a trust indenture to be entered into by MCoal and a trust company acceptable to the Agent acting as trustee on behalf of the Debenture holders. The Debentures will be secured against MCoal's property and assets, subject to certain permitted encumbrances, and will mature 24 months following the date of issuance of the Debentures. Each Debenture will bear a simple interest rate of 12% per annum, payable monthly in arrears on the first day of each month, calculated daily. The Debentures will not be redeemable in the first twelve months of the term and thereafter will be redeemed in 12 equal monthly redemptions on the last day of each month. Novadx will provide the Debenture holders with a corporate guarantee of the outstanding principal amount of the Debentures. Novadx has agreed, subject to the approval of the TSX Venture Exchange, to issue a minimum of 2,520,000 to a maximum of 3,000,000 non transferable warrants of Novadx (“Warrants”) at a rate of 100 Warrants per Debenture. Each Warrant will entitle the holder to purchase one common share of Novadx at a price of CDN $0.25 per share for a period of 24 months from the date of issuance of the Warrants. The Warrants and any common shares of Novadx purchased through the exercise of the Warrants will be subject to a hold period of four months and one day from the date of issuance.
Proceeds from the Debentures will be used by MCoal to pay the costs of the Offering, repay a loan of US$400,000 plus accrued interest thereon (see Novadx announcement dated December 11, 2009) and the balance will be used by MCoal as working capital associated with the commencement of mining operations at its Rosa Coal Mine located in northern Alabama.
Subject to the TSX Venture Exchange’s approval, MCoal and Novadx propose to pay a fee to Canaccord in consideration of Canaccord’s services in connection with the private placement.
About MCoal: MCoal Corporation, a wholly owned subsidiary of Novadx Ventures Corp., has been actively acquiring surface and mineral interests that cover the Rosa Coal deposit. The Rosa Coal Project is a metallurgical coal mine project located in Blount County in Northern Alabama, approximately 40 miles from the City of Birmingham, which is the location of two existing coking plants that have historically used the Rosa Coal in their operations.
About Novadx: Novadx is a Vancouver-based Investment Company whose primary focus is on providing merchant banking services to natural resource companies. Novadx structures and makes direct equity investments as a principal and provides management and other related services to companies in specific resource sectors, such as MCoal Corporation, a subsidiary company currently permitting a metallurgical coal mine in the State of Alabama, USA. For more information please visit www.novadx.com.
This press release is not for distribution in the United States or over United States wire services.
ON BEHALF OF THE BOARD
Neil MacDonald
President and 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.
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 about Novadx Ventures Corp. please contact:
Neil MacDonald, President and CEO
(604) 633-2776
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Robin Bjorklund, or Griff Jones
Investor Relations
OceanPoint Advisors Inc.
(604) 682-7339
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