Novadx Announces Letter of Intent to Acquire Cash Flow Positive Mine in Kentucky
VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 6, 2010) -Novadx Ventures Corp. President & CEO, Neil MacDonald, reports: Novadx Ventures Corp. (TSX VENTURE:NDX) ("Novadx") is pleased to announce that its wholly-owned subsidiary, MCoal Corporation ("MCoal" or the "Company") and Novadx have entered into two letters of intent ("LOI") to acquire a fully permitted surface mining operation and related transportation and processing/loading assets currently producing and selling an average of 23,000 tons per month of high quality industrial stoker coal at an average price of US$70 per ton. The coal is being mined at the Flatwoods and Dry Branch Mines (collectively the "Flatwoods Mine") in Clay County, Kentucky, which encompass over 1,000 acres of coal including the Hazard 5a and Hazard 4 seams. To date, the Flatwoods Mine operation has focused on mining the Hazard 5a seam. An estimated 427 permitted acres of this seam has yet to be mined and only limited production has commenced on the Hazard 4 seam. An additional 450 acres hosting both seams are in the planning stages of the permitting process. Exploration and leasing of additional acreage in the immediate area is ongoing.
The Flatwoods Mine operation represents a high quality and valued, specialty thermal coal product that is primarily sold to the food industry and to other customers in the cement, paper and utility businesses. The transaction also includes three additional permitted and bonded mines encompassing 559 coal acres that are currently inactive.
The transaction will provide MCoal with a turnkey coal mining operation. The first LOI, with Ikerd Mining Company, LLC, is to acquire all Ikerd's coal mining operations for total cash consideration of US$14 million. In addition, MCoal is agreeing to assume approximately US$10 million in debt financing relating to mining, coal processing and transportation equipment. The second LOI, with Ikerd Transportation, LLC, and Ikerd Terminal Company, LLC, is to acquire all their coal transportation, processing and rail load out assets for total consideration of US$6 million payable as to US$2,000,000 in cash and, subject to the approval of the TSX Venture Exchange, US$2,000,000 in shares of Novadx, priced at the 10 day weighted average trading price prior to closing less a 10% discount. The remaining consideration will be paid to Mr. Frank H. Ikerd III, $1 million in cash on the first anniversary of the transaction, and a further $1 million in cash on the second anniversary of the transaction. Ikerd Mining Company LLC, Ikerd Transportation, LLC and Ikerd Terminal Company, LLC are herein collectively referred to as "Ikerd". Unless extended by the parties, both LOIs will terminate if the transactions is not complete on or before July 30, 2010. Pursuant to the terms of the first LOI, MCoal has made a good faith deposit of US$100,000 to Ikerd Mining LLC.
The Hazard 5A seam is mined at less than 8:1 strip ratio using surface mining methods. The Company intends to mine the Hazard 4 seam through a combination of contour and auger mining methods. Coal from the Hazard 5A seam is currently mined utilizing two spreads of equipment and is taken by truck to the Ikerd coal loading and processing facility located in Somerset, KY where it is processed and loaded onto railcars (Norfolk Southern) or trucks for delivery to customers.
The acquisition will also include three other permitted and bonded coal mining properties controlled by Ikerd known as the Buncomb Mine (permit # 855-0185), Little Brushy Creek Mine (permit # 861-5344) and Elk Creek Mine (permit # 826-0588), located in Owsley, Knox and Clay Counties, Kentucky respectively. The Buncomb Mine, Little Bushy Creek and Elk Creek Mines encompassing 559 permitted and bonded coal acres, are currently inactive and are able to be brought into production at any time. MCoal intends to expand the coal acres under lease at these mines to further increase their coal reserves.
Neil MacDonald, President and CEO of Novadx and CEO of MCoal, commented, "This acquisition complements the existing MCoal fully operational and revenue producing Rosa Mine in Alabama. Through this acquisition MCoal will gain a very experienced and talented team of individuals who will assist greatly in the building of our Company. This acquisition is complementary to our recently announced Letter of Intent to acquire the Rex No 1 mine located less than a two hour drive away in Tennessee. Of importance, is that the Ikerd production can be readily increased by expanding production at Flatwoods Mine and by starting up any of the permitted and bonded properties that are currently idle. This acquisition represents a significant step towards MCoal's goal of becoming a major producer of specialty coals for various industrial markets." Mr. MacDonald further commented, "We are extremely fortunate to be working with Mr. Frank H. Ikerd III, the Managing Director of Ikerd. He is a well respected, third generation coal man with extensive relationships in the Kentucky business community. We look forward to his continued involvement in our Company as we grow our production and reserves of specialty coals."
Closing of the acquisition remains subject to certain conditions including settlement of the terms and conditions of a definitive agreement, MCoal demonstrating sufficient capital financing to close the acquisition, MCoal being satisfied with the results of its due diligence review, and the approval of the TSX Venture Exchange, amongst other conditions.
About MCoal: MCoal Corporation is a wholly-owned subsidiary of Novadx Ventures Corp. and operates the Rosa Coal Mine. The Rosa Mine is a metallurgical coal mine located in Northern Alabama, approximately 40 miles north of the City of Birmingham. In addition to operating the Rosa Mine, MCoal is actively evaluating a number of high quality coal acquisition opportunities in the Appalachian coal region to increase its reserves and production.
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 commenced production from the Rosa mine a metallurgical coal mine in the State of Alabama, USA. For more information please visit [ www.novadx.com ].
ON BEHALF OF THE BOARD
Neil MacDonald, President and CEO and Director
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.
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.