Apogee Silver Ltd.
TSX VENTURE : APE

Apogee Silver Ltd.

January 02, 2015 17:04 ET

Apogee Completes Sale of Pulacayo-Paca Silver Project to Prophecy Coal Corp.

TORONTO, ONTARIO--(Marketwired - Jan. 2, 2015) -

NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES

Apogee Silver Ltd. ("Apogee" or the "Company") (TSX VENTURE:APE) has completed its previously announced transaction with Prophecy Coal Corp. ("Prophecy") (TSX:PCY), pursuant to which the Company has sold its wholly-owned subsidiaries, Apogee Minerals Bolivia S.A., ASC Bolivia LDC and ASC Holdings Limited (the "Subsidiaries") which in turn hold the Pulacayo-Paca Silver Lead Mining Project in Bolivia (the "Transaction") (See Press Release dated November 4, 2014).

Shareholders of Apogee have overwhelmingly approved the Transaction, with shareholders holding over 31% of the issued and outstanding common shares of the Company voting 99.4% in favour of the Transaction at a special meeting of shareholders held on December 29, 2014.

In connection with the Transaction, Prophecy has paid Apogee a cash fee in the amount of $250,000, of which $125,000 was paid upon entering into the definitive agreement and the remaining $125,000 was paid on closing. In addition, Prophecy has issued to Apogee 60 million common shares of Prophecy (the "Consideration Shares") which have been placed into escrow. Pursuant to an escrow agreement entered into between the parties, the Consideration Shares shall be released from escrow upon certain escrow release conditions being satisfied as follows: (a) over a two year period with the first tranche being released from escrow within 12 months of closing; (b) on an accelerated basis in the event that the Prophecy common shares are trading above certain price thresholds for a period of no less than five consecutive trading days on the TSX; or (c) in the event of certain major triggering events relating to Prophecy. Prophecy has agreed to assume within certain limitations all liabilities, including legal and tax liabilities, associated with the Subsidiaries and the Pulacayo-Paca Project.

In connection with the closing of the Transaction, Apogee has appointed Mr. Harald Batista, a nominee of Prophecy to the board of directors of the Company. Mr. Batista, has served as an advisor to Prophecy Resource Corp. since January 2010. In addition, Mr. Batista has been an independent director of Prophecy since July 2012 and was an independent director of Wellgreen Platinum Ltd. (formerly Prophecy Platinum Corporation) from July 2012 to December 2013. Mr. Batista is an accomplished entrepreneur with over two decades of sales and marketing experience in Silicon Valley. He's been a software programmer, a sales engineer and sales representative at companies such as GE, IBM, Vantive, Peoplesoft and Oracle. He holds an MBA degree from Santa Clara University, an Industrial Engineering and Operations Research BS from the University of Massachusetts, Amherst, having begun his studies in electronic engineering at the Pontifícia Universidade Católica (PUC) of Rio de Janeiro.

ABOUT PROPHECY COAL CORP.

Prophecy Coal Corp. is a Canadian public company listed on the Toronto Stock Exchange that is engaged in developing energy projects in Mongolia. Further information on Prophecy can be found at www.prophecycoal.com. In addition, readers are referred to the Canadian regulatory filings set out in Prophecy's profile on SEDAR at www.sedar.com.

About Apogee Silver Ltd

Apogee Silver Ltd. is a mineral exploration and development stage company listed on the TSX Venture Exchange under the symbol APE. Apogee targets advanced, high grade silver-zinc-lead projects in South America. Currently its projects are located in the historic silver producing regions of northern Chile.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. Statements containing forward-looking information express, as at the date of this news release, the Transaction, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and the Company does not intend, and does not assume any obligation to, update such statements containing the forward-looking information. Such forward-looking statements and information include, but are not limited to statements as to: the accuracy of estimated mineral reserves and resources, anticipated results of future exploration, and forecast future metal prices, anticipated results of future electrical sales and expectations that environmental, permitting, legal, title, taxation, socio-economic, political, marketing or other issues will not materially affect estimates of mineral reserves. These statements reflect the company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.

These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements contained in this news release and the company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: statements with respect to the future financial or operating performance of Prophecy and Apogee and its projects, risks related to the technological and operational nature of the company's business; changes in national and local government, legislation, taxation, controls or regulations and political or economic developments in Canada, Mongolia, Bolivia or other countries where the Company may carry on business in the future; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding); risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses and permits and the presence of laws and regulations that may impose restrictions on mining; diminishing quantities or grades of mineral reserves as properties are mined; global financial conditions; business opportunities that may be presented to, or pursued by, the Company; the Company's ability to complete and successfully integrate acquisitions and to mitigate other business combination risks; challenges to, or difficulty in maintaining, the Company's title to properties and continued ownership thereof; the actual results of current exploration activities, conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors; increased competition in the mining industry for properties, equipment, qualified personnel, and their costs. Investors are cautioned against attributing undue certainty or reliance on forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINTED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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