Prophecy Closes $1,858,325 Final Tranche of Private Placement, Schedules Special Meeting of Shareholders and Engages Advisors
Prophecy Closes $1,858,325 Final Tranche of Private Placement,
Schedules Special Meeting of Shareholders and Engages Advisors
Vancouver, British Columbia, October 16, 2017 – Prophecy Development Corp.
(“Prophecy” or the “Company”) (TSX:PCY, OTCPK:PRPCF, Frankfurt:1P2N) announces
that it has closed the second and final tranche of its non-brokered private placement
previously announced on August 25, 2017, increased on September 1, 2017, and further
increased on October 4, 2016 (the “Placement”). The second and final tranche of the
Placement raised gross cash proceeds of $1,858,325 through the issuance of 116,578 units
(the “Units”) and 414,371 special warrants (the “Special Warrants”) of Prophecy, at a price
of $3.50 each. Each Unit is comprised of one Common share and one half of one Common
share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder to purchase one additional Common share of the Company at an exercise price of
$4.00 for a period of three years from the closing of the second tranche of Placement. Each
Special Warrant will be exercisable for one Unit at no additional cost to the holder provided
TSX and shareholder approval for the issuance of the Units underlying the Special Warrants
is obtained at a special meeting of shareholders to be held on December 15, 2017 at 10:00
a.m. (PST) (the “Special Meeting”) at Suite 488 – 1090 West Georgia Street, Vancouver,
BC, V6E 3V7.
All Common shares attached to the Units issued in connection with this second and final
tranche of the Placement are subject to a four month and one day hold period.
The Company paid in cash, finder’s fees totaling $56,020 and issued 9,326 finder’s Special
Warrants which are exercisable on identical terms as those Special Warrants issued to
subscribers through the Placement.
The first tranche of the Placement, grossing $4,539,390 in proceeds, closed on September
20, 2017.
The total gross aggregate Placement proceeds of $6,397,715 are expected to be used for
the Company’s mineral project development and for general working capital purposes.
The Company also announces that it has entered into Debt Settlement Agreements with
certain directors and officers of the Company pursuant to which, the Company has agreed,
subject to the approval of the TSX and disinterested shareholders at the Special Meeting, to
issue an aggregate of 42,254 Units, in satisfaction of an aggregate of $147,898 of
indebtedness currently owed by the Company to such persons.
The Company further announces that it has entered into a Consulting Agreement with
Skanderbeg Capital Advisors Inc. (“Skanderbeg”) to explore and evaluate strategic
alternatives to maximize value for Prophecy's non-core assets in exchange for the issuance
of 98,420 Units. Skanderbeg will draw on their extensive network of contacts and advise on
optimal structure for potential transactions, which can include outright sales or partial sales
of mineral claims and/or subsidiaries, corporate spin-offs, joint-ventures with major mining
producers, mergers, consolidations with other assets, etc. At the Special Meeting,
shareholders will also be asked to approve the issuance of such Units to Skanderbeg.
The Company also further announces that it has entered into an Advisory Agreement with
Hillcrest Merchant Partners Inc., who has agreed to provide corporate development and
financial advisory services related to the Company’s Gibellini vanadium project, including
equity and debt arrangement, product off-take, merger and acquistion negotiations with any
strategic investors in exchange for annual aggregate payments totaling $156,000.
About Prophecy
Prophecy Development Corp. is a Canadian public company listed on the Toronto Stock
Exchange. The Company aims to provide exposure and leverage to rising vanadium prices
by defining and adding attribut able vanadium resources in the ground in politically safe
jurisdictions.
Further information on Prophecy can be found at www.prophecydev.com.
PROPHECY DEVELOPMENT CORP.
ON BEHALF OF THE BOARD
“JOHN LEE”
Executive Chairman
For more information about Prophecy, please contact Investor Relations:
+1.888.513.6286
www.prophecydev.com
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the Toronto Stock Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including statements which may contain
words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar
expressions, and statements related to matters which are not historical facts, are forward-
looking information within the meaning of applicable securities laws. Such forward -looking
statements, which reflect management’s expectations regarding Prophecy’s future growth,
results of operations, performance, business prospects and oppor tunities, are based on
certain factors and assumptions and involve known and unknown risks and uncertainties
which may cause the actual results, performance, or achievements to be materially different
from future results, performance, or achievements expre ssed or implied by such forward -
looking statements.
These factors should be considered carefully, and readers should not place undue reliance
on the Prophecy’s forward -looking statements. Prophecy believes that the expectations
reflected in the forward -looking statements contained in this news release and the
documents incorporated by reference herein are reasonable, but no assurance can be
given that these expectations will prove to be correct. In addition, although Prophecy has
attempted to identify impo rtant factors that could cause actual actions, events or results to
differ materially from those described in forward looking statements, there may be other
factors that cause actions, events or results not to be as anticipated, estimated or intended.
Prophecy undertakes no obligation to release publicly any future revisions to forward -
looking statements to reflect events or circumstances after the date of this news or to reflect
the occurrence of unanticipated events, except as expressly required by law.