Novadx Ventures Corp.

Novadx Ventures Corp.

October 15, 2007 14:58 ET

NovaDX Ventures Corp.: CSCRF Flow-Through LPs Announce Early Distributions

NovaDX Ventures Corp, President & CEO, Neil MacDonald, reports:

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 15, 2007) - NovaDX Ventures Corp. ("NovaDX") (TSX VENTURE:NDX) is pleased to announce early cash distributions to limited partners of both its wholly owned Canadian Small Cap Resource Funds 2006 flow-through Limited Partnerships.

The CSCRF 2006 No. 1 LP and the CSCRF 2006 No. 2 LP ("the Partnerships") both announced today an early distribution of $1.00 for each unit held by the limited partners of each Partnership, to be completed during the third week of October 2007.

"We've seen some difficult markets over the summer months, and to be able to deliver cash back to limited partners in this scenario is proof that our model is really working," said Neil MacDonald, CEO of NovaDX Ventures Corp., parent company of the CSCRF Group of Funds.

"NovaDX manages deal flow to our flow-through partnerships and also has the ability to offer other financing means to these early stage exploration companies. As a result, we believe that CSCRF LP unit-holders benefit from more attractive opportunities at better prices than they otherwise would be offered. This early distribution shows how well this can work."

The CSCRF 2006 No. 1 Partnership raised $7,592,710 by issuing 759, 271 units at $10.00 per unit in July of 2006. The CSCRF 2006 No. 2 Partnership raised $4,503,730 by issuing 450,373 units at $10.00 per unit in December of 2006. These funds were subsequently invested in portfolios of flow-through shares of early stage mining and oil & gas exploration companies. The Portfolio Advisor to the Partnership is Bolder Investment Partners, with Shane Meyers of Bolder being the portfolio advisor working closely with the General Partners. Both Partnerships are expected to wind up in the spring of 2008. As of June 30, 2007, the NAV of the CSCRF 2006 No. 1 Partnership was $10.65, and the CSCRF 2006 No. 2 Partnership was $9.97.

"Earlier this year we took advantage of some strong performances of several companies in both our portfolios to raise some cash for our limited partners," said Stephen Wilkinson, President of the CSCRF 2006 No. 1 Management Limited, and of CSCRF 2006 No. 2 Management Ltd. (the "general partners") of the Partnerships.

"We're thrilled to once again send some of this cash back to limited partners several months ahead of the anticipated wind-up of the LP next spring. We did the same thing last year with the 2005 CSCRF LP. This sends a very strong and positive message to our unit-holders that we are focused on delivering absolute returns to them over and above the tax benefits of investing in flow-through shares."

Tax Consequences of Early Distribution

NovaDX CFO Donald Cameron has provided the following background note with an explanation of some of the tax consequences of these early distributions:

A distribution of capital from the Partnerships in itself is not a taxable transaction. It does however reduce the adjusted cost base of a unit-holder's partnership interest ("acb"), which will give rise to taxable capital gains in one of the following events:

1. the acb at the end of a calendar year is negative; or

2. the proceeds received on dissolution of the partnership or sale of a unit exceeds the acb of that unit.

"A Unit-holders' acb is also reduced by business losses and CEE allocated, hence it is anticipated that this distribution will create the situation contemplated in event # 1 above. The taxable amount to be included in 2006 is approximately $0.375 per unit for the 2006 No. 1 LP and $0.25 per unit for the 2006 No. 2 LP, however each limited partner should consult with their professional advisor as the calculation is specific to each unit-holder's circumstances."

About NovaDX Ventures: NovaDX is a Vancouver-based investment firm whose primary focus is on providing merchant banking and other business advisory services to micro-cap natural resource issuers, a largely overlooked but important sector of the equity markets. NovaDX's business plan involves seeking out investment opportunities in companies that have quality management and projects that demonstrate an above average opportunity for new resource discoveries. NovaDX works closely with management of these companies with the objective of mitigating risk and enhancing the value of its investments. NovaDX intends to pursue opportunities in North America and abroad. NovaDX seeks a return on its investments supplemented with revenue from investment banking, investment management and advisory services. For more information please visit


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.

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.

Contact Information

  • NovaDx Ventures Corp.
    Neil MacDonald
    (604) 633-2776 or Toll Free: 1-888-350-8818
    NovaDx Ventures Corp.
    Rick Peterson
    (604) 633-2776 or Toll Free: 1-888-350-8818
    (604) 683-6564 (FAX)