Prophecy Shareholders Pass All Resolutions at Special Meeting

Vancouver, British Columbia (FSCwire) - Prophecy Development Corp. (“Prophecy” or the “Company”) (TSX:PCY, OTCPK:PRPCF, Frankfurt:1P2) is pleased to announce that shareholders of the Company approved all of the proposed resolutions at the Company’s Special Meeting of shareholders held on December 15, 2017 in Vancouver, British Columbia.

An ordinary resolution of the shareholders of the Company was approved with respect to the issuance of 1,139,711 units (the “Units” and each, a “Unit”) underlying an equivalent number of special warrants (the “Special Warrants” and each, a “Special Warrant”) previously issued at a price of $3.50 per Special Warrant under one of two tranche closings of a private placement (the “Placement”) as previously announced on September 20, 2017 and October 16, 2017.  Pursuant to the terms of the Special Warrant subscription agreements, each Special Warrant has been exercised for one Unit at no additional cost to the holder.  Each Unit is comprised of one Common share and one half of one Common share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant entitles the holder to purchase one additional Common share of the Company at an exercise price of $4.00 until September 20, 2020 or October 16, 2020, depending on which tranche closing the overlying Special Warrant was previously issued under.  All Common shares attached to the Units issued in connection with the above conversion of the Special Warrants, are subject to a four month and one day hold period beginning on the date of issuance of the overlying Special Warrants.

The total subscription proceeds of $3,651,800 from the sale of the Special Warrants under the Placement have now been released to the Company from escrow.

An ordinary resolution of the disinterested shareholders of the Company was approved with respect to the issuance of 42,254 debt settlement units (which bear identical terms to those Units referenced above, except that the attached warrants expire on December 18, 2020) to some of the Company’s directors and officers at a price of $3.50 per debt settlement unit as previously announced on October 16, 2017.

An ordinary resolution of the disinterested shareholders of the Company was approved with respect to the issuance of 98,420 compensation units (which bear identical terms to those Units referenced above, except that the attached warrants expire on December 18, 2020) to Skanderbeg Capital Advisors Inc. at a price of $3.50 per compensation unit as previously announced on October 16, 2017. 

As a result of the above issuances, the Company now has a total of 7,472,179 Common shares issued and outstanding, and 2,575,803 Common share purchase warrants outstanding exercisable at prices ranging from $4.00 to $7.00 and which expire between January, 2018 and June, 2022.

Voting results for all resolutions noted above are reported in the Report on Voting Results as filed under the Company’s SEDAR profile on December 15, 2017.

About Prophecy

Prophecy Development Corp. is a Canadian public company listed on the Toronto Stock Exchange. The Company aims to provide exposure and leverage to rising vanadium prices by defining and adding attributable vanadium resources in the ground in politically safe jurisdictions.

Further information on Prophecy can be found at www.prophecydev.com.

Prophecy Development Corp.

ON BEHALF OF THE BOARD

“JOHN LEE”

Executive Chairman

For more information about Prophecy, please contact Investor Relations:

+1.888.513.6286

ir@prophecydev.com

www.prophecydev.com

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

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