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NovaDx to transfer MCoal to Sandstorm

2014-07-23 13:20 ET - News Release

Mr. Daniel Roling reports

NOVADX PROVIDES UPDATE ON SANDSTORM COAL STREAM RESTRUCTURING

NovaDx Ventures Corp. has entered into a further agreement with Sandstorm Metals & Energy (U.S.) Inc., amending the terms of the proposed restructuring of the company's existing coal stream agreements previously disclosed in the company's Aug. 13, 2013, news release.

Under the revised terms, subject to the approval of the TSX Venture Exchange, Sandstorm has agreed to restructure and cancel the company's previously disclosed coal streaming agreements, and to settle all outstanding amounts owed to Sandstorm by the company, in addition to the transfer to the company of all of Sandstorm's interest in 0955615 B.C. Ltd. (Justice Co), in consideration of the company transferring a 100-per-cent interest in the company's wholly owned subsidiary MCoal Corp., which holds the inactive Rosa coal mine located in Blount county, Alabama.

As announced on Jan. 2, 2013, the company and Sandstorm jointly acquired mine 12, the Turley rail load-out, and the Smokey Junction preparation plant located in Campbell and Scott counties, Tennessee, through Justice Co, in consideration of a cash payment, the issuance of common shares of Sandstorm and a five-year secured loan from National Coal LLC in the amount of $3.5-million (U.S.), of which $3.2-million (U.S.) remains outstanding as at the date hereof. Upon completion of the restructuring, Justice Co will be a wholly owned subsidiary of the company.

Conditions to the completion of the transactions contemplated under the restructuring agreement include the company granting Sandstorm a royalty of $2 (U.S.) per ton of coal produced and sold from the company's existing Tennessee-based Rex property, subject to minimum annual royalty payments of $200,000 (U.S.).

The contemplated transaction will be a related party transaction pursuant to the provisions of TSX Venture Exchange policies. Pursuant to Multilateral Instrument 61-101, the company intends to rely on exemptions from the requirement to obtain a formal valuation and minority shareholder approval in respect of the transaction.

The company continues to work with Sandstorm to restructure and recapitalize the company. The transactions contemplated by the restructuring agreement remain subject to a number of conditions, including the approval of the TSX Venture Exchange.

We seek Safe Harbor.

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