Prophecy Resource Corp.
TSX VENTURE : PCY
FRANKFURT : 1P2
OTCQX : PRPCF

Prophecy Resource Corp.

December 03, 2010 09:28 ET

Prophecy Announces Pricing of $30 Million Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 3, 2010) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

Prophecy Resource Corp. ("Prophecy" or the "Company") (TSX VENTURE:PCY)(OTCQX:PRPCF)(FRANKFURT:1P2) announced today that it has agreed to the terms of equity offering (the "Offering") of common shares of the Company ("Ordinary Shares") announced on December 2, 2010. Pursuant to the Offering, the Company will issue 35,295,000 common shares at a price of C$0.85 per share, for total aggregate gross proceeds of $30,000,750.

The net proceeds of the offering are intended to be used by the Company to fund work on its existing properties in Mongolia, repayment of an outstanding credit facility, and for working capital and general purposes.

Jacob Securities Inc. and Renaissance Capital (Hong Kong) Ltd. will act as joint lead managers for the offering. The offering will be conducted in the Canadian provinces referred to above through Jacob Securities Inc. Renaissance Capital (Hong Kong) Ltd. and affiliates will act as special selling agent for the purpose of procuring subscribers in certain jurisdictions outside of Canada. The syndicate of agents will offer the common shares as agents on a "commercially reasonable efforts" basis.

The offering is subject to all customary conditions and regulatory approvals, including that of the TSX Venture Exchange and filing of a final prospectus with Canadian securities regulatory authorities. Completion of the Offering is expected to be on or about December 17, 2010.

This press release does not constitute an offer to sell or a solicitation to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("the U.S. Securities Act") or any state securities law and may not be offered or sold in the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Prophecy Resource

Prophecy is an internationally diversified company engaged in developing energy, nickel and platinum group metals projects. The Company controls over 1.4 billion tons of open-pittable thermal coal in Mongolia (839 Mt Measured, 579 Mt Indicated). Prophecy's Ulaan Ovoo coal deposit in Mongolia is in production. In Canada, Prophecy owns Wellgreen PGM Project in Yukon, Lynn Lake Nickel Sulphide Project in Manitoba, and a 10% equity stake in Victory Nickel. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

ON BEHALF OF THE BOARD OF DIRECTORS of Prophecy Resource Corp.

John Lee, Chairman

Forward Looking Statements: 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 future plans and objectives of the companies are forward-looking statements that involve various risks and uncertainties. Although Prophecy believes 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 general economic, market or business conditions, and other risks detailed herein and from time to time in the filings made by the companies with securities regulators. 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. See the description of risks and uncertainties and underlying factors and assumptions relevant to the offering and "forward looking information" contained herein and to the Company's business, including its exploration and development activities, contained in the preliminary prospectus dated December 2, 2010 (which are incorporated herein by reference). The "forward-looking statements" contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

"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."

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