Apr 16, 2012
URSA Major Minerals and Prophecy Platinum Sign Definitive Agreement, URSA Shareholder Meeting set for May 30, 2012
The Transaction
The Transaction will be effected by way of court approved
statutory plan of arrangement under the Business
Corporations Act (Ontario) involving Prophecy, Ursa and its
share and warrant holders (the
"securityholders"). Ursa will amalgamate with a
wholly owned Ontario subsidiary of Prophecy and all of the
securityholders of Ursa will exchange their Ursa securities
for securities of Prophecy (the "Securities
Exchange").
The Securities Exchange will be conducted such that for
each 25 shares of Ursa held, an Ursa shareholder will
receive one common share of Prophecy. Holders of warrants
of Ursa will receive convertible securities of Prophecy
such that each former Ursa warrant will be exchanged for a
Prophecy warrant, exercisable for that number of Prophecy
shares that is equal to the number of Ursa shares that
would otherwise have been issuable thereunder divided by 25
with the exercise price of such Prophecy warrant being
adjusted to equal the exercise price of the applicable Ursa
warrant multiplied by 25.
As a result of the Transaction, the Ursa securityholders
will become Prophecy securityholders, Ursa will become a
wholly owned subsidiary of Prophecy and Ursa will apply for
voluntary delisting of its common shares from the Toronto
Stock Exchange. Following the Transaction, Prophecy will
have a total of approximately 58.7 million shares issued
and outstanding, as well as options and warrants entitling
holders to purchase approximately 8.2 million common
shares.
Ursa retained Ross Glanville & Associates Ltd. to act as
its financial advisor to consider the fairness of the
Arrangement to the shareholders of Ursa from a financial
point of view.
In addition, as at the date hereof, certain shareholders of
Ursa who hold an aggregate of 16.7 million common shares,
representing approximately 17.33% of Ursa's common
shares, have signed support agreements pursuant to which
they have agreed to vote all of the Ursa shares
beneficially owned by them in favour of the
Transaction.
The Arrangement Agreement includes non-solicitation
clauses. A break fee of $1,500,000 is payable to Prophecy
should Ursa accept a superior offer.
Required Approvals
The Transaction is subject to customary conditions,
including receipt of regulatory, shareholder and court
approvals.
Ursa has scheduled an annual and special meeting of its
shareholders to be held on May 30, 2012 at which it will
seek the shareholder approvals required in connection with
the Transaction. It is anticipated that materials for such
meeting will be mailed to Ursa shareholders on or about May
7, 2012. Subject to satisfaction of all conditions,
completion of the Transaction is expected to occur on or
before June 15, 2012.
About URSA Major Minerals
Ursa is a Canadian mining company with a nickel mine and
two nickel sulphide projects containing significant NI
43-101 compliant nickel and copper reserves and resources.
Ursa is focused on expanding operations at the Shakespeare
Nickel Mine and growing its nickel, copper and platinum
group metal (PGM) deposits through exploration and
development, primarily in Ontario, Canada.
About Prophecy Platinum
Prophecy Platinum Corp. 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. Further
information can be found at www.prophecyplat.com.
CONTACT:
URSA Major Minerals
Dr. Richard Sutcliffe, President & CEO
Alison Tullis, Investor Relations Manager
Phone: 416-864-0615
atullis@bellnet.ca
http://www.ursamajorminerals.com/
Prophecy Platinum
David Brook, Manager, Investor Relations
Phone: 1-800-358-5865
dbrook@prophecyplat.com
www.prophecyplat.com
Address: 8 King Street East, Suite #1300, Toronto, Ontario,
Canada M5C 1B5
Symbol & Exchange: UMJ -- TSX
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
British Columbia 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."
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 or to U.S. Persons unless registered under
the U.S. Securities Act and applicable state securities
laws or an exemption from such registration is available.
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