FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For June , 2004
NDT Ventures Ltd.
(Translation of registrant's name into English)
860 - 625 Howe Street
Vancouver, BC V6C 2T6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
NDT VENTURES LTD.
PRESS RELEASE
June 28, 2004
#04-011
Suite 860 - 625 Howe Street, Vancouver, B.C. V6C 2T6, CANADA Telephone: (604) 687-7545;Facsimile: (604) 689-5041
NDT ANNOUNCES PROPOSED FINANCING
NDT Ventures Ltd. (TSXV:NDE) (OTCBB:NDTVF)wishes to announce that the Company has reached an agreement with Canaccord Capital Corporation as lead agent that they will offer up to 3.5 million units of the Company at a price of $0.20 per unit, on a best efforts private placement basis, to raise gross proceeds of $700,000.
Each unit shall consist of a common share and a two-year half common share purchase warrant with each whole warrant exercisable at $0.25 to purchase one common share. The Agents will be paid a commission of 8% which is payable in cash or units at their election. The Company will issue agents warrants for 10% of the issue at an exercise price of $0.20 for a period of two years from closing. A corporate finance fee will also be payable in units to Canaccord. The securities to be issued in conjunction with this financing will be subject to a four month hold period.
On Behalf of the Board,
NDT VENTURES LTD.
“Fred G. Hewett”
________________________________
Fred G. Hewett, P. Eng.
President
For further information please contact the Company at (604)687-7545 or (888)338-2200
** INTERNET ADDRESS: www.northair.com/ndt/ ** Email: info@northair.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release. This news release may contain forward looking statements which are not historical facts, such as ore reserve estimates, anticipated production or results, sales, revenues, costs, or discussions of goals and exploration results, and involves a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, metal price volatility, volatility of metals production, project development, ore reserve estimates, future anticipated reserves and cost engineering estimate risks, geological factors and exploration results. See the Company’s Form 6-K and 20-F reports for a more detailed discussion of factors that may impact expected results.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NDT Ventures Ltd .
(Registrant)
By: /s/ Gail Sharp
(Signature)
Gail Sharp, Corporate Secretary
Date: June 28, 2004