Prophecy Completes Spinout of Nickel Assets to Pacific Coast Nickel
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 06/14/11 -- 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