URSA Major Minerals Incorporated

URSA Major Minerals Incorporated

May 31, 2012 09:31 ET

URSA Major Minerals Shareholders Approve the Amalgamation With Prophecy Platinum

TORONTO, ONTARIO--(Marketwire - May 31, 2012) - URSA Major Minerals Incorporated ("URSA Major" or the "Company") (TSX:UMJ) is pleased to announce that the previously disclosed business combination with Prophecy Platinum Corp. by way of court-approved Plan of Arrangement (the "Arrangement") has been approved by the shareholders of URSA Major at its Special Shareholder's Meeting held yesterday in Toronto, Ontario. URSA Major shareholders approved the Arrangement with a total of 98.9% of the votes cast being in favor. The Arrangement includes the issuance of 1 Prophecy Platinum common share for each of 25 URSA Major shares and further details on the Arrangement Agreement can be reviewed on the joint news release of the Companies, dated April 16, 2012.

Richard Sutcliffe, URSA Major's CEO commented, "We are pleased the overwhelming support from URSA Major's shareholders to participate in a combined company with an outstanding portfolio of assets and substantially improved market capitalization and liquidity."

A hearing is scheduled for May 31, 2012, with the Superior Court of Ontario in order to consider the application for a final court order approving the Arrangement under the Business Corporations Act (Ontario). Provided that the Arrangement is approved by the Superior Court of Ontario and other closing conditions are satisfied or waived, Prophecy and URSA Major anticipate the Arrangement to be completed shortly thereafter.

About Prophecy Platinum Corp.

Prophecy Platinum is a Canadian-based Nickel-PGM exploration company with projects in Canada, Argentina and Uruguay. Prophecy Platinum's flagship Wellgreen PGM-Cu-Ni project is in Yukon Territory, Canada and the Lynn Lake project is located in Manitoba, Canada.

About URSA Major Minerals - URSA Major is a Canadian mining company with two nickel sulphide projects containing significant NI43-101 compliant nickel and copper reserves and resources. The Company is focused on demonstrating profitable operations at the Shakespeare Mine and growing its nickel, copper and platinum group metal (PGM) deposits through exploration and development, primarily in Ontario, Canada.

Cautionary Statements: Completion of the transaction is subject to a number of conditions, including regulatory approval, shareholder approvals, completion of satisfactory due diligence, a definitive agreement and approval of the Ontario Supreme Court if applicable. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.

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 potential mineralization, the estimation of mineral resources, the realization of mineral resource estimates, interpretation of prior exploration and potential exploration results, estimates of production, the timing and success of exploration, development and production activities generally, the timing and results of future resource estimates, permitting time lines, metal prices, availability of capital, government regulation of exploration operations, environmental risks, reclamation, title, and future plans and objectives of the companies are forward-looking statements that involve various risks and uncertainties. Although URSA and Prophecy believe 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 unsuccessful exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the companies with securities regulators. Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability. 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. For more information on URSA and Prophecy and the risks and challenges of their businesses, investors should review their annual filings that are available at www.sedar.com.

"Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release."

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