Prophecy Completes Spinout of Nickel Assets to Pacific Coast Nickel
Jun. 14, 2011 (Marketwire Canada) --
VANCOUVER, BRITISH COLUMBIA -- 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 firstname.lastname@example.org. 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