Shareholders of Prophecy and Red Hill Approve Merger
JOINT NEWS RELEASE
SHAREHOLDERS OF PROPHECY AND RED HILL APPROVE MERGER
Vancouver, British Columbia, April 12, 2010: Prophecy Resource Corp. (“Prophecy”) (TSX- V:PCY, OTC: PCYRF, Frankfurt: 3P1) and Red Hill Energy Inc. (“Red Hill”) (TSX-V:RH) – (collectively, “the Companies” or “new Prophecy” ) announce that their respective shareholders have approved merging the Companies by way of a Plan of Arrangement. The votes were tabulated during separate extraordinary shareholder meetings held earlier today. 100.00% of Prophecy votes and 99.64% of Red Hill votes supported the transaction.
Completion of the arrangement remains subject to approvals from the British Columbia Supreme Court and the TSX Venture Exchange. Red Hill and Prophecy will seek final approval from the B.C. Supreme Court for the Arrangement at a hearing to be held on April 13, 2010, with arrangement completion date on or before April 19, 2010. The Companies will thereafter be named Prophecy Resource Corp. and is expected to begin trading on or before April 19th 2010, under the trading symbol TSX-V.PCY OTC: PCYRF, Frankfurt: 3P1)
John Lee of Prophecy Resource Corp has been appointed as Co-Chairman and CEO of the New Prophecy with Arnold Armstrong of Red Hill Energy as Co-Chairman.
Mr. Lee stated today that: “This giant step taken today by our shareholders is but a small step towards creating the new Prophecy. The entire Prophecy team is committed to delivering exceptional equity returns for our shareholders by developing existing and acquiring new mineral assets, responsibly and in the quickest time frame possible.”
The company plans to commission the Ulaan Ovoo Coal project in northern Mongolia to production this year, and anticipates making additional acquisitions to complement its nickel, copper, and vanadium assets.
.Details on the Arrangement Agreement between Red Hill Energy & Prophecy Resource Corp. can be reviewed in the following joint news releases issued by the Companies: April 7, March, 16, March 4, 2010.
Red Hill Energy Inc.
Prophecy Resource Corp. G. Arnold Armstrong – Chairman and CEO John Lee - Chairman and CEO For further information:
For further information: Paul McKenzie (President):
John Lee Telephone 604.642.COAL (2625)
Telephone 1.800.851.1528 Email: [email protected] Email: [email protected] www.redhillenergy.com www.prophecyresource.com
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 Red Hill 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 Red Hill and Prophecy and the risks and challenges of their businesses, investors should review their 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.”