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For Immediate Release

 

Novadx and MCoal Amend Terms of Debenture Offering and Announce Private Placement Offering and Interim Debentures

 

(Vancouver, BC, March 18, 2010) Novadx Ventures Corp (“Novadx”) (TSX-V: NDX) together with its wholly-owned subsidiary, MCoal Corporation (“MCoal”) announce that, subject to the approval of the TSX Venture Exchange, Novadx and Canaccord Financial Ltd. (the "Agent") have agreed to amend the terms of the brokered private placement of secured 12% redeemable debentures of MCoal (“Debentures”) previously announced on January 22, 2010, and updated on February 5, 2010, to remove the minimum offering of 25,200 Debentures and provide that the offering will be for up to 30,000 Debentures to raise gross proceeds of up to $3 million, with no minimum offering.  All other terms of the Debentures remain unchanged.

Novadx also announces that, subject to the approval of the TSX Venture Exchange, it will seek to concurrently place up to 7,500,000 units of Novadx (the “Units”) at a price of $0.20 per Unit for gross proceeds of up to $1,500,000 on a non-brokered basis.  Each Unit will be comprised of one common share and one-half of one share purchase warrant.  Each full warrant will entitle the holder to acquire an additional common share at a price of $0.25  for a period of one year from closing.  All of the securities issued under the Private Placement will be subject to a hold period of four months and one day from the date of issuance.

Proceeds from the private placements of Debentures and Units will be used by Novadx and MCoal to pay the costs associated with the financings, commission and purchase an auger machine to replace the contract auger machine currently being deployed at MCoal’s Rosa Mine, repay a certain outstanding third party loan and Interim Debentures plus accrued interest thereon and for working capital.

Subject to the TSX Venture Exchange’s approval MCoal and Novadx propose to pay a fee to the Agent in consideration of their services in connection with the private placement of Debentures and may pay finders fees payable to third parties in connection with the private placement of Units.

Novadx also announces that it has made arrangements with a third party investor to provide Novadx with an interim loan of $500,000 through the issuance of 500  secured debentures (“Interim Debentures”) at a purchase price of $1,000 per Interim Debenture.  The Interim Debentures will be secured against Novadx’s and MCoal's assets, subject to any prior charges, and mature on the earlier of:

  1. the date Novadx and/or MCoal close, in aggregate, debt and/or equity financing in an amount not less than CDN$2.5 million;
  2. the date MCoal generates aggregate gross coal sales in the amount of US$7.5 million from its Rosa Mine; and
  3. October 31st, 2010.

Interest at a rate of 12% per annum will be payable monthly on the 1st day of each month until September 30, 2010, and thereafter at a rate of 22% per annum until maturity. Subject to the approval of the TSX Venture Exchange, in connection with the issuance of the Interim Debentures, Novadx proposes to issue 500 common shares per Interim Debenture at a deemed price of $0.20 per share (the "Bonus Shares") for an aggregate of up to up to 250,000 Bonus Shares.  The proceeds of the Interim Debentures will be used for working capital associated with the commencement of production at MCoal’s Rosa Mine Site.

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 located in Blount County in Northern Alabama, approximately 40 miles from the City of Birmingham.  Birmingham provides a nearby local market for the Rosa Coal and 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 that has obtained all necessary operating permits and is now opening 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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