Prophecy Closes Oversubscribed Placement Grossing $770,393 and Early Warning Report

VANCOUVER, BC / ACCESSWIRE / August 29, 2016 / Prophecy Development Corp. (“Prophecy” or the “Company”) (TSX:PCY, OTC:PRPCD, Frankfurt:1P2N) is pleased to report that the non-brokered private placement of 150,000 units for $570,000 previously announced on August 8, 2016 was oversubscribed. As a result, the Company closed today the private placement of 202,735 units (each a “Unit”) at a price of $3.80 per Unit for gross proceeds of $770,393 (the “Placement”). Each Unit consists of one Common share in the capital of the Company (a “Share”) and one half of one Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire an additional Share at a price of $4.40 per Share for a period of five years from the date of issuance.

The Warrants will be subject to the following acceleration conditions:

in the event that the closing price of the Shares trading on the Toronto Stock Exchange (the “TSX”) exceeds $8.80 per Common Share; or
the closing spot price of silver as quoted by KITCO Metals Inc. exceeds USD$28.00 per ounce,

in either instance, for a period of over 28 consecutive calendar days, at Prophecy’s election, the exercise period may be reduced in which case, Warrant holders will only be entitled to exercise their Warrants for a period of 30 days from the date the Company either disseminates a press release or sends written notice to the Warrant holders advising them of the reduced and accelerated exercise period after which, the Warrants will expire.

The Shares will be subject to a minimum hold period of four months plus one day from the date of issue.

The Company paid in cash, total finder’s fees of $3,464.65 in connection with the Placement.

Proceeds of the Placement are expected to be used to develop Prophecy’s mineral projects and for general working capital purposes.

The Company also announces that John Lee, of Suite 1301, 12 Harcourt Road, Central, Hong Kong, Executive Chairman of the Company, acquired 60,000 Units pursuant to the Placement for total consideration of $228,000.

Prior to the Placement, Mr. Lee beneficially owned 1,009,953 Shares, representing approximately 22.16% of the issued and outstanding shares of the Company. In addition, Mr. Lee holds 137,873 incentive stock options, each entitling him to acquire one Share.

As a result of the Placement, Mr. Lee now beneficially owns and exercises control over an aggregate of 1,069,953 Shares representing an interest of approximately 22.47% of the Company’s currently issued and outstanding Shares, 22.96% of the Company’s Shares on a partially diluted basis assuming full exercise of only the 30,000 Warrants attached to Mr. Lee’s 60,000 Placement Units, and 34.33% of the Company’s Shares on a fully diluted basis assuming exercise of all of the Company’s outstanding share purchase warrants.

The 60,000 Placement Units were acquired by Mr. Lee for investment purposes only, and not for purposes of exercising control or direction over the Company.

Generally, Mr. Lee intends to evaluate his investment in the Company and to increase or decrease his shareholdings as circumstances require, depending on market conditions and other factors, through market transactions, private agreements or otherwise.

The information contained in this news release regarding Mr. Lee’s early warning report has been provided by Mr. Lee and the Company is not responsible for its accuracy.

A copy of the early warning report pursuant to National Instrument 62-103 required to be filed with the applicable securities commissions in connection with the acquisition of the Units described in this news release will be available for viewing under the Company’s profile at www.sedar.com. A copy of the early warning report can also be obtained from the contact number for Investor Relations below.

About Prophecy

Prophecy Development Corp. is a Canadian public company listed on the Toronto Stock Exchange that is engaged in developing mining and energy projects in Mongolia, Bolivia and Canada. 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
ir@prophecydev.com
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.

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 uncertainties 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 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 important 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.

SOURCE: Prophecy Development Corp.

ReleaseID: 444487