Prophecy Resource Corp. ("Prophecy") (TSX VENTURE: PCY)(OTCQX:
PRPCF)(FRANKFURT: 1P2) is pleased to announce the completion of the
sale of the Wellgreen and Lynn Lake nickel properties to Pacific
Coast Nickel Corp. ("PCNC") by Prophecy (the "Transaction") (see
joint PCNC / Prophecy news, January 18, 2011, February 17, 2011,
April 4, 2011 and June 1, 2011) by way of a plan of arrangement
under the Business Corporations Act (British Columbia).
Pursuant to the Transaction, PCNC issued 450,000,000 of its
common shares to Prophecy. Prophecy retained 225,000,000 of these
shares and will distribute 180,823,575 PCNC common shares to
Prophecy shareholders as of today's date and reserve 44,176,425
common shares for distribution to holders of Prophecy options and
warrants, upon the exercise of such options and warrants.
Immediately following the completion of the Transaction, PCNC
will consolidate its share capital on a ten old for one new basis
(the "Consolidation") and will change its name to Prophecy Platinum
Corp. PCNC will retain its existing symbol NKL.V. Prophecy will
change its name to Prophecy Coal Corp. and will retain its existing
symbol PCY.V.
Post-Consolidation shares of PCNC and common shares of Prophecy
are expected to commence trading under their new names in the next
two to five days.
As a result of the Transaction and Consolidation, each Prophecy
shareholder will receive 0.094758 of a post-Consolidation PCNC
shares for each Prophecy share held as at June 13, 2011. Each
option holder and warrant holder of Prophecy will, upon the
exercise of their Prophecy options and warrants, as the case may
be, receive 0.094758 of a post-Consolidation PCNC share, in
addition to one common share of Prophecy for each whole option or
warrant of Prophecy held. If the Prophecy options and warrants,
expire unexercised, such holder will not receive any PCNC
Shares.
Following completion of the Transaction, PCNC will have
50,603,484 post-Consolidation shares outstanding and 52,894,784
post-Consolidation shares issued on a fully diluted basis. Also at
this time, Prophecy will own 22,500,000 common shares of PCNC or
44.46% on an outstanding and 42.54% on a fully diluted basis.
This press release is issued pursuant to National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which requires a report to be filed on
SEDAR (www.sedar.com) containing additional information with
respect to the foregoing matters. A copy of this report may be
obtained by contacting Prophecy at the number referenced below.
For additional information concerning the Transaction, please
review the joint information circular of Prophecy and PCNC dated
April 28, 2011 available on the Companies' SEDAR profiles.
Letters of transmittal containing instructions on the receipt of
PCNC shares will be mailed to all Prophecy shareholders shortly.
Registered Prophecy shareholders who have questions regarding the
receipt of their PCNC shares upon receipt of the letter of
transmittal may contact Prophecy's transfer agent, Computershare
Investor Services Inc. at 1-800-564-6253 or
corporateactions@computershare.com. Non-registered Prophecy
shareholders should contact their investment brokers.
Prophecy also wishes to announce that it has granted options to
acquire an aggregate of 2.4 million common shares at a price of
$0.63 per share for a period of five years to directors, officers,
consultants and employees of the Company. The above grant is
subject to regulatory approval, including the approval of the TSX
Venture Exchange.
About Prophecy Coal
Prophecy Coal is a Mongolian thermal coal producer with over 1.4
billion tonnes of surface minable thermal coal resources.
Prophecy's Ulaan Ovoo coal mine is operational. Prophecy's
Chandgana 600MW mine mouth power plant project has received a
mining license and Detailed Environmental Impact Assessment (DEIA)
approval. The Company is in the process of obtaining a power plant
license from the Mongolian Ministry of Natural Resources and
Energy.
For more information about Prophecy, please visit
www.prophecycoal.com.
ON BEHALF OF THE BOARD OF DIRECTORS of Prophecy Coal Corp.
John Lee, Chairman
Forward Looking Statements: This news release includes certain
statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical
facts, including, without limitation, statements potential
mineralization, the estimation of mineral resources, the
realization of mineral resource estimates, interpretation of prior
exploration and potential exploration results, the timing and
success of exploration activities generally, the timing and results
of future resource estimates, permitting time lines, metal prices
and currency exchange rates, availability of capital, government
regulation of exploration operations, environmental risks,
reclamation, title, and future plans and objectives of the company
are forward-looking statements that involve various risks and
uncertainties. Although Prophecy believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in the forward-looking statements.
Forward-looking statements are based on a number of material
factors and assumptions. Factors that could cause actual results to
differ materially from those in forward-looking statements include
failure to obtain necessary approvals in respect of the
Transaction, unsuccessful exploration results, changes in project
parameters as plans continue to be refined, results of future
resource estimates, future metal prices, availability of capital
and financing on acceptable terms, general economic, market or
business conditions, risks associated with operating in foreign
jurisdictions, uninsured risks, regulatory changes, defects in
title, availability of personnel, materials and equipment on a
timely basis, accidents or equipment breakdowns, delays in
receiving government approvals, unanticipated environmental impacts
on operations and costs to remedy same, and other exploration or
other risks detailed herein and from time to time in the filings
made by the companies with securities regulators. Readers are
cautioned that mineral resources that are not mineral reserves do
not have demonstrated economic viability. Mineral exploration and
development of mines is an inherently risky business. Accordingly
the actual events may differ materially from those projected in the
forward-looking statements. For more information on Prophecy and
the risks and challenges of their businesses, investors should
review their annual filings that are available at
www.sedar.com.
This press release does not constitute an offer to sell or a
solicitation to buy any of the securities in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended ("the U.S.
Securities Act") or any state securities law and may not be offered
or sold in the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
"Neither the 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."
Contacts: Prophecy Resource Corp. David Jan Chief Financial
Officer 1-800-358-5865 djan@prophecycoal.com
www.prophecycoal.com
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