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Prophecy Expects to Close Gibellini Project Acquisition in May

Mergers & Acquisitions

Prophecy Expects to Close Gibellini Project Acquisition in May

Vancouver, British Columbia, May 17, 2017 – Prophecy Development Corp.

(“Prophecy” or the “Company”) (TSX:PCY, OTCPK:PRPCF, Frankfurt:1P2N) is pleased

to provide the following corporate update.

Gibellini Vanadium Project:

On May 8, 2017, Prophecy entered into a binding letter agreement (the “Letter

Agreement”) with arm’s-length, private parties to acquire through lease, the Gibellini

vanadium project in Nevada, USA (the “Gibellini Project”). The parties are currently

finalizing the definitive agreement and expect to close the transaction later this month.

Units for Debt:

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 disinterested shareholders at the Company’s upcoming 2017

Annual General Meeting to be held at 10:00 a.m. (PST) on June 13, 2017 and acceptance

by the Toronto Stock Exchange, to issue an aggregate of 59,659 units (the “Units”) at a

deemed price of $4.00 per Unit, in satisfaction of an aggregate of $238,636 of indebtedness

currently owed by the Company to such persons. Each Unit consists of one Common share

in the capital of the Company (a “Share”) and one Share purchase warrant (a “Warrant”).

Each Warrant entitles the holder to acquire an additional Share at a price of $5.00 per

Share for a period of five years from the date of issuance.

About Prophecy

Prophecy Development Corp. is a Canadian public company listed on the Toronto Stock

Exchange that is engaged in worldwide mineral and energy exploration and development.

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

[email protected]

www.prophecydev.com

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is

defined in the policies of the Toronto Stoc k 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 opportunities, are based on

certain factors and assumptions and involve known and unknown risks and uncertainti es

which may cause the actual results, performance, or achievements to be materially different

from future results, performance, or achievements expressed or implied by such forward -

looking statements.

These factors should be considered carefully, and rea ders 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 re asonable, but no assurance can be

given that these expectations will prove to be correct. In addition, although Prophecy has

attempted to identify important factors that could cause actual actions, events or results to

differ materially from those describ ed 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.