Prophecy and Northern Platinum Ltd. Sign Definitive Agreement, Northern Shareholder Meeting Set for September 3
July 16 2010 - 7:14PM
Marketwired
Prophecy Resource Corp. ("Prophecy") (TSX VENTURE: PCY)(OTCBB:
PRPCF)(FRANKFURT: 1P2) and Northern Platinum Ltd ("Northern") (TSX
VENTURE: NTH) (together, the "Companies") are pleased to announce
that they have signed a definitive agreement (the "Arrangement
Agreement") in connection with the business combination (the
"Transaction") announced in their joint news release dated June 15,
2010. Prophecy has agreed to issue 0.5 common shares and 0.1
warrants (an "Arrangement Warrant") for each common share of
Northern Platinum. Each whole Arrangement 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.
The Transaction
The Transaction will be effected by way of court approved
statutory plan of arrangement under the Business Corporations Act
(British Columbia) involving Prophecy, Northern and its
securityholders. Northern will amalgamate with a wholly owned
subsidiary of Prophecy and all of the securityholders of Northern
will exchange their Northern securities for securities of Prophecy
(the "Securities Exchange").
In order to make the Transaction efficient from a taxation
perspective, pursuant to the Arrangement, Northern will issue to
all of its shareholders, an option to acquire 0.20 of a Northern
share at a price of $0.40 per share for a period of 18 months (a
"Northern Arrangement Option") and each Northern Arrangement Option
will be exchanged for an Arrangement Warrant.
The Securities Exchange will be conducted such that for each one
share of Northern held, a Northern shareholder will receive 0.50 of
a common share of Prophecy and 0.1 of an Arrangement Warrant.
Holders of convertible securities of Northern will receive
convertible securities of Prophecy such that each former Northern
security will be exchanged for a Prophecy security, 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
convertible security being adjusted to equal the exercise price of
the applicable Northern convertible security divided by 0.50.
As a result of the Transaction, the Northern securityholders
will become Prophecy securityholders, Northern will become a wholly
owned subsidiary of Prophecy and Northern will apply for voluntary
delisting of its common shares from the TSX Venture Exchange.
Following the Transaction, Prophecy will have a total of
approximately 121,173,794 shares issued and outstanding, as well as
options and warrants entitling holders to purchase approximately
37,310,490 common shares.
Prophecy formed a special committee comprised of two independent
directors, the mandate of which was to consider the fairness of the
Transaction and the Arrangement. Northern retained M Partners Inc.
to act as its financial advisor to consider the fairness of the
Arrangement to the shareholders of Northern from a financial point
of view.
In addition, as at the date hereof, certain shareholders of
Northern who hold an aggregate of 11 million common shares and 5
million warrants, representing approximately 43% of Northern's
common shares on a fully diluted basis, have signed support
agreements pursuant to which they have agreed to vote all of the
Northern shares beneficially owned by them in favour of the
Transaction.
Required Approvals
The Transaction is subject to customary conditions, including
receipt of regulatory, shareholder and court approvals.
Northern has scheduled an annual and special meeting of its
shareholders to be held on September 3, 2010 at which it will seek
the shareholder approvals required in connection with the
Transaction. It is anticipated that materials for such meeting will
be mailed to Northern shareholders on or about August 6, 2010.
Subject to satisfaction of all conditions, completion of the
Transaction is expected to occur on or before September 10,
2010.
ON BEHALF OF THE BOARD OF DIRECTORS OF PROPHECY RESOURCE
CORP.
John Lee, Co-Chairman and CEO
ON BEHALF OF THE BOARD OF DIRECTORS OF 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, and approval of the British Columbia Supreme
Court. There can be no assurance that the Transaction will be
completed as proposed or at all. Investors are cautioned that,
except as disclosed in this news release and the Management
Information Circular to be prepared in connection with the
Transaction, any information released or received with respect to
the Transaction 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 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 general economic, market or
business conditions, and other risks detailed herein and from time
to time in the filings made by the companies with securities
regulators. 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.
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. 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
Nord Precious Metals Min... (TSXV:NTH)
Historical Stock Chart
From Dec 2024 to Jan 2025
Nord Precious Metals Min... (TSXV:NTH)
Historical Stock Chart
From Jan 2024 to Jan 2025