Northern and Prophecy Complete Plan of Arrangement, Prophecy Consolidates 100% Wellgreen PGM Deposit
Vancouver, British Columbia, September 21, 2010: Prophecy Resource Corp. ("Prophecy" or the "Company") (TSX-V:PCY, OTCQX: PRPCF, Frankfurt: 1P2) and Northern Platinum Ltd ("Northern") (TSX-V: NTH) (together, the "Companies") are pleased to announce that the business combination of Northern and Prophecy (see joint Northern / Prophecy news, June 15, 2010) will be completed on September 23, 2010 (the "Closing Date").
Immediately prior to the closing of the business combination, Northern will issue 591,992 common shares to M Partners Inc. as payment for its services a financial and fairness advisor to Northern. The last day of trading of the common shares of Northern on the TSX-V will be September 22, 2010.
Additionally, Prophecy is pleased to announce it is completing the acquisition of 50% Back-in right ("Back-in") on the Wellgreen project held by Belleterre Quebec Mines Ltd, of Quebec, Canada on September 24, 2010 (see joint Northern / Prophecy news, June 15, 2010). Securities issued to Belleterre as consideration for the Back-in are subject to a hold period expiring on January 23, 2011.
John Lee, CEO of Prophecy states: "Wellgreen (Yukon) had a rich history of PGM Ni-Cu-REE exploration with over 600 drill holes over the last 5 decades. Prophecy has systematically assembled a suite of Nickel Sulphide / PGM projects and is very pleased to consolidate 100% of Wellgreen. We are evaluating further projects to complement Wellgreen, Lynn Lake, and our 10% equity holding in Victory Nickel Inc."
A comprehensive exploration program on Wellgreen will be released shortly.
Following the transactions, Prophecy will have a total of approximately 125,939,073 common shares issued and outstanding, as well as options and warrants entitling holders to purchase approximately 36,605,353 common shares, at exercise prices ranging from $0.10 to $1.03 and having expiry dates ranging from September 1, 2010 to May 10, 2015.
Prophecy is also pleased to announce that it has appointed Mr. John McGoran to its Board of Directors.
John McGoran graduated with a B.Sc. in Geology from Carleton University and has worked as an economic geologist for the past thirty eight years. Mr. McGoran spent twelve years prospecting for economic minerals and a member in good standing with British Columbia Association of Professional Engineers and Geoscientists, with a P.Geo designation and a member of the Society for Mining, Metallurgy and Exploration.
Mr. McGoran has worked as Chief Assayer in both underground and open pit operations and as a surveyor for both open pit and underground as well as grid setup for geological geophysical and geochemical surveys. Mr. McGoran is a Co-founder of Imperial Metals Corp and founder of Fleck Resources (now Polymet) and a founder of Northern Platinum Ltd.
Additionally, Mr. Mel Klohn and Mr. Stuart Rogers have resigned as Directors of Prophecy to pursue other interests. Prophecy thanks Mr. Rogers and Mr. Klohn for their professional commitment and support and wishes them success in the future.
This news release has been reviewed and approved by Danniel J. Oosterman, PGeo, and a Qualified Person as defined in NI 43-101.
For more information about Prophecy, please contact Paul McKenzie at +1.604.642.2625 ext. 107 or John Lee at +1.800.851.1528.
About Prophecy Resource
Prophecy Resource Corporation is an internationally diversified company engaged in developing energy, nickel and platinum group metals projects. The company controls over 1.4 billion tons of open-pittable thermal coal in Mongolia (839 Mt Measured, 579 Mt Indicated). In Canada Prophecy owns Wellgreen PGM Project in Yukon, Lynn Lake Nickel Sulphide Project in Manitoba, and a 10% equity stake in Victory Nickel. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
ON BEHALF OF THE BOARD OF DIRECTORS Prophecy Resource Corp.
Northern Platinum Ltd.
Mel de Quadros
President and CEO
Mineral resources that are not mineral reserves do not have demonstrated economic viability. 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.
< Mineral resources that are not mineral reserves do not have demonstrated economic viability. 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.
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.
"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."
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.