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-________
Form 51-102F3
Material Change Report
Item 1.
Name and Address of Company
NDT Ventures Ltd. (“NDT”)
860 - 625 Howe Street
Vancouver, B.C.
V6C 2T6
Tel: (604) 687-7545
Item 2:
Date of Material Change
The material change occurred on or about June 28, 2004.
Item 3:
News Release
News Release #04-11 dated June 28, 2004 was released in Vancouver, B.C., and disseminated by Stockwatch and Market News, filed with SEDAR, posted on NDT’s website atwww.northair.com/ndt/, and distributed to NDT’s internal data base of interested persons via e-mail or fax (as per each individual’s request).
Item 4.
Summary of Material Change
NDT announced 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.
Item 5.
Full Description of Material Change
NDT announced 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.
Regulatory approval will be sought on an expedited filing basis with the TSX Venture Exchange.
Item 6.
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7.
Omitted Information
Not applicable.
Item 8.
Executive Officer
The name of the Senior Officer of NDT who is knowledgeable about the material change and can be contacted by the Commission is:
Fred G. Hewett, President, 604-687-7545
Item 9.
Date of Report
Dated at Vancouver, British Columbia, this 30th day of June 2004.
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 30, 2004
