Prophecy Resource Corp. ("Prophecy") (TSX VENTURE: PCY)(OTCBB:
PRPCF)(FRANKFURT: 1P2) and Northern Platinum Ltd. ("Northern") (TSX
VENTURE: NTH) (the "Companies") are pleased to announce that they
have entered into a binding letter of agreement (the "Agreement")
for a Business Combination through a proposed all share transaction
(the "Transaction").
Financial Terms of the Transaction
Pursuant to the Agreement, Prophecy will issue 0.5 common shares
and 0.1 warrants for each common share of Northern Platinum held.
Each whole warrant will entitle the holder to acquire one
additional common share of Prophecy at an exercise price of $0.80
that will expire 18 months following the Transaction closing date.
All outstanding Northern options and warrants will be exchanged for
options and warrants of Prophecy as discussed below.
The offer represents approximately $0.31 per each common Share
of Northern Platinum based on Prophecy's closing share price of
$0.62 as at June 14, 2010, representing a premium of 24.5% to
Northern's 90 day volume-weighted average price as of June 14,
2010.
Prophecy is also pleased to announce that it has signed a
definitive agreement with Belleterre Quebec Mines Ltd, of Quebec,
Canada ("Belleterre") to acquire their 50% Back-in right
("Back-in") on Northern Platinum's Wellgreen project (currently
100% Northern with a 50% Back-in right to Belleterre). Upon the
successful conclusion of the proposed Prophecy/Northern Business
Combination, Prophecy agrees to pay Belleterre $4.2 million
equivalent in a combination of cash and common shares of Prophecy.
($2.1 million and 3.56 million common shares of Prophecy at a
deemed price of $0.59 per share). Additionally Prophecy will issue
712,000 Prophecy warrants to Belleterre. The warrants issuable to
Belleterre will have an 18 month term and an exercise price of
$0.80. Northern holds a right of first refusal on the Back-in.
Highlights of the Transaction
-- Create a mid-tier company with substantial Canadian nickel and Mongolian
coal resources including anticipated near term Mongolian coal
production.
-- Enable Northern shareholders to also participate in the growth and
development of Prophecy's Canadian nickel, copper, molybdenum and
vanadium assets in addition to its substantial Mongolian coal assets.
-- Accelerate the development of the Wellgreen Ni-Cu-PGM deposit in Yukon,
Canada.
-- 0.50 of a Prophecy common share per Northern common share held, valuing
Northern at approximately C$11 million on a fully diluted basis.
-- 0.10 of a Prophecy warrant per Northern common share held, providing
Northern shareholders with additional upside.
-- Provide Northern shareholders with improved trading liquidity.
-- Will consolidate 100% of Wellgreen property into Prophecy ownership.
Prophecy and Northern are pleased to report that certain of
Northern Platinum's shareholders, collectively holding 11 million
common shares and 5 million warrants representing approximately 43%
of Northern's common shares on a fully diluted basis, have entered
into lock-up agreements with Prophecy to vote in favor of the
Transaction, to the extent permitted by law. Those shareholders
include John Lee and G. Arnold Armstrong, who are directors of
Prophecy.
John Lee, Co-Chairman and CEO of Prophecy, said, "Prophecy's
focus is open pittable Mongolian coal and Canadian nickel pgm
projects. Wellgreen fits nicely into our nickel sulphide pipeline
with our Lynn Lake Manitoba project leading the way and our 10%
stake in Victory Nickel providing extra leverage. We are
commissioning our Mongolian coal operations to production this year
and the eventual goal is to become a diversified mid-tier coal and
nickel producer."
Further Detail Regarding the Transaction
It is contemplated that the Transaction will be a Business
Combination of Prophecy and Northern and will be completed by way
of a Plan of Arrangement, structured in such a way that will result
in the financial terms of the Transaction being met. The parties
have agreed to complete the Transaction by September 1, 2010.
As a result of the Transaction, all existing warrants, options
and other rights to acquire common shares of Northern will be
exchanged for options and warrants of Prophecy such that each
former Northern option and warrant will be exchanged for a Prophecy
option or warrant, respectively, exercisable for that number of
Prophecy shares that is equal to the number of Northern Shares that
would otherwise have been issuable thereunder multiplied by 0.50
with the exercise price of such Prophecy option or warrant being
adjusted to equal the exercise price of the applicable Northern
option or warrant divided by 0.50.
Completion of the Transaction is conditional upon:
-- Northern shareholders having approved the Transaction;
-- receipt of all necessary regulatory approvals, including the approval of
the TSX Venture Exchange (the "Exchange");
-- receipt of approval of the British Columbia Supreme Court, if
applicable;
-- certain other customary conditions.
Northern has retained M Partners to act as its financial advisor
in connection with the Transaction.
Prophecy's Key Assets
The Ulaan Ovoo Coal Project (Mongolia)
The 100% owned Ulaan Ovoo project is located within 10 km of the
Russian border, northern Mongolia and is 120km (75 miles) east of
the Central Mongolian Railroad which links the project to the vast
coal markets of Russia and Asia.
On May 11, Prophecy entered into a mine services agreement with
Leighton Asia Ltd. for the equipment leasing and mining operation
at the Ulaan Ovoo coal deposit. Mine site establishment will
commence in July, 2010 with an anticipated 250,000-tonne production
in 4th quarter 2010 and 2 million tonnes annually by 2011. The
pay-as-you-go contract mining and equipment leasing cost for 2010
is $3.7 million.
The project contains 174.5 million tons Measured, 34.3 million
tons Indicated and 35.9 million tons of Inferred thermal coal
resources. The coal is of excellent low ash (less than 15%) and
sulfur quality (less than 1%) at 5,204 KCAL/KG which is highly
desired regionally. SGS Coal Quality by Seam Specification is
available to down load at Prophecy's website. The average seam
thickness of the resource is 53.9 metres with a stripping ratio of
2.0:1 on the first 140 million tons. Mineral resources that are not
mineral reserves do not have demonstrated economic viability.
The Mongolian government has granted the Ulaan Ovoo project a 30
year mining license that can be extended by an additional 40
years.
The Chandgana Tal and Chandgana Khavtai Coal Projects
(Mongolia)
The Chandgana Tal and Chandgana Khavtai coal projects are both
100% owned by Prophecy. The projects share the same Nyalga Basin
coal seam and are both contiguous to Vale's (formerly CVRD) largest
Mongolian coal project. The Chandgana projects contain a combined
total of 819.7 million tons Measured and Indicated and 440 million
tons of Inferred thermal coal resources. (Specifically: Chandgana
Tal, 141.3 million tons Measured resources, and Chandgana Khavtgai,
188.7 Measured resources, 489.7 Indicated resources and 440
Inferred resources) Both projects have extremely low stripping
ratios, 0.53:1 in the case of Chandgana Tal and 2.1:1 in the case
of Chandgana Khavtgai with respective average coal seam thicknesses
of 40 and 45.4 metres. Both the Chandgana's coal qualities are of
desirable low ash, low sulfur content with KCAL/KG LB averaging up
to 4,358.
The Lynn Lake Nickel Project
In October 2009, Prophecy entered into an agreement to acquire a
100% interest in The Lynn Lake Nickel Project from Victory Nickel
Inc. (TSX: NI). The deposit is in Manitoba, Canada, which is mining
friendly and also adjacent to a power line, rail line, and airport.
Lynn Lake contains Measured and indicated mineral resources of 22.9
million tons of grading, of 0.57% nickel and 0.30% copper (Wardrop
Technical Report Jan, 2010). Approximately 50% of the host rock
remains unexplored. An exciting Disco Zone discovery was made in
2008, which includes intercepts of 47 meters of 0.7% nickel located
1.5km away from the outlined resource. Prophecy recently completed
extensive induced polarization (geophysics) programs and has
initiated bulk tonnage metallurgical testing at Lynn Lake in
preparation for a combination of infill and exploratory drill
programs and a forthcoming feasibility study at Lynn Lake.
The information concerning the current mineral properties
controlled by Prophecy, as described in this news release, has been
reviewed and approved by Danniel Oosterman, P.Geo., a Prophecy
Geologist and a Qualified Person under National Instrument
43-101.
Northern's Key Assets
The Wellgreen Project
The Wellgreen property covers an area of approximately 22 square
miles in the Yukon Territory, Canada. The property has easy road
access, being 14 kilometres southwest of the Alaska Highway and 317
kilometres northwest of Whitehorse.
ON BEHALF OF THE BOARD OF DIRECTORS of
Prophecy Resource Corp.
John Lee, Co-Chairman and CEO
Northern Platinum Limited
Mel de Quadros, President and CEO
Cautionary Statements: Completion of the transaction is subject
to a number of conditions, including regulatory approval,
shareholder approvals, completion of satisfactory due diligence, a
definitive agreement and approval of the British Columbia Supreme
Court if applicable. There can be no assurance that the transaction
will be completed as proposed or at all. Investors are cautioned
that, except as disclosed in the Management Information Circular to
be prepared in connection with the transaction, any information
released or received with respect to the Business Combination may
not be accurate or complete and should not be relied upon. Trading
in the securities of exploration and development stage resource
companies should be considered highly speculative.
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 regarding
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
companies are forward-looking statements that involve various risks
and uncertainties. Although Northern and Prophecy believe 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
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 Northern and 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."
Contacts: Prophecy Resource Corp. John Lee Co-Chairman and CEO
1.800.851.1528 john@prophecyresource.com www.prophecyresource.com
Northern Platinum Limited Mel de Quadros President and CEO
604.669.2066 info@northernplatinum.com www.northernplatinum.com
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