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File: NDX - NR - SND Restructuring 2014 (00133850-4).doc

 


NEWS RELEASE

July 23, 2014             Symbol: TSX-V: NDX 

Novadx Provides Update on Sandstorm Coal Stream Restructuring

(Vancouver, BC, July 23, 2014) Novadx Ventures Corp. (the "Company") (TSX-V: NDX)  The Company announced today that it
---> has entered into a further agreement (the "Restructuring Agreement") with Sandstorm Metals & Energy (US) Inc. ("Sands
--->torm") amending the terms of the proposed restructuring of the Company's existing coal stream agreements previously di
--->sclosed in the Company's August 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 San
--->dstorm 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% interest in the Company's wholly-owned subsidiary M
--->Coal Corporation, which holds the inactive Rosa coal mine located in Blount County, Alabama.

As announced on January 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 (the "Smokey Acquisition") throug
--->h Justice Co, in consideration of a cash payment, the issuance of common shares of Sandstorm and a 5 year secured loan
---> from National Coal LLC in the amount of US $3.5 million, of which US $3.2 million 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 Company granti
--->ng Sandstorm a royalty (the "Royalty") of US$2.00 per ton of coal produced and sold from the Company's existing Tennes
--->see based Rex Property, subject to minimum annual royalty payments of US $200,000.  

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 contemplat
--->ed by the Restructuring Agreement remain subject to a number of conditions, including the approval of the TSX Venture 
--->Exchange.

ON BEHALF OF THE BOARD
Daniel A. Roling
President, CEO and Director
 
For more information about Novadx Ventures Corp. please contact:
 
Daniel A. Roling
+1 (865) 392-4282
droling@novadx.com
 
 
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 thi
--->s 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 unl
--->awful prior to the qualification under the securities laws of such jurisdiction.
 
This release contains "forward-looking information" that includes information relating to future events and future fin
--->ancial and operating performance, including management's assessment of Novadx's and MCoal's future outlook, potential 
--->financings, potential acquisitions, properties, permitting and mining activities and production. Specifically, this re
--->lease contains forward-looking information related to future development of assets, mining operations, permitting and 
--->regulatory and shareholder approvals, and potential financings. Statements included in this announcement, including st
--->atements 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 simil
--->ar expressions. Forward-looking information should not be read as a guarantee of future performance or results and wil
--->l not necessarily be accurate indications of the times at, or by which, that performance or those results will be achi
--->eved. Forward-looking information is based on information available at the time it is made and/or management's good fa
--->ith belief as of that time with respect to future events, and such information is subject to risks and uncertainties t
--->hat could cause actual performance or results to differ materially from those expressed in or suggested by the forward
--->-looking information. Important factors that could cause these differences include but are not limited to: requisite r
--->egulatory and shareholder approvals, actual or expected sampling or production results, pricing and assumptions, proje
--->ctions concerning reserves and/ or resources in our mining operations; changes in contracted sales, the business of th
--->e Company may suffer as a result of uncertainty surrounding the coal market; the Company may be adversely affected by 
--->other economic, business, and/or competitive factors; the worldwide demand for coal; the price of coal; the price of a
--->lternative fuel sources; the supply of coal and other competitive factors; the costs to mine and transport coal; the a
--->bility to maintain existing mining leases and rights and the ability obtain new mining leases, rights and permits; gov
--->ernmental and regulatory and shareholder approvals, the costs of reclamation of previously mined properties; the risks
---> of expanding coal mining activities and production; the ability to bring new mines on line on schedule; industry comp
--->etition; the Company's ability to continue to execute its growth strategies; the Company's ability to secure and compl
--->ete additional financing and debt restructuring; the Company's ability to complete planned acquisitions; and general e
--->conomic conditions. You should not put undue reliance on any forward-looking information. We assume no obligation to u
--->pdate forward-looking information to reflect actual results, changes in assumptions or changes in other factors affect
--->ing forward looking information, except to the extent required by applicable securities laws. If we do update one or m
--->ore forward-looking information, no inference should be drawn that we will make additional updates with respect to tho
--->se or other forward-looking information. The company cautions readers that forward-looking statements, including witho
--->ut limitation those relating to the company's future operations and business prospects, are subject to certain risks a
--->nd uncertainties that could cause actual results to differ materially from those indicated in the forward-looking stat
--->ements.