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Prophecy Resource Corp. and Pacific Coast Nickel Corp. Sign Arrangement Agreement

Vancouver, British Columbia, April 4, 2011: Prophecy Resource Corp. ("Prophecy") (TSX-V: PCY, OTCQX: PRPCF, Frankfurt: 1P2) and Pacific Coast Nickel Corp. ("PCNC") (TSX-V: NKL) ("PCNC", and collectively with Prophecy, the "Companies") are pleased to announce that further to their announcements on January 18, 2011 and February 17, 2011, they have signed the definitive arrangement agreement ("Arrangement Agreement") to sell Prophecy's Wellgreen PGM Ni-Cu and Lynn Lake Nickel projects (the "Projects") to PCNC.

Pursuant to the Arrangement Agreement, the transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia). (the "Arrangement").  Prior to the Arrangement, Prophecy will transfer the assets comprising the Projects, as well as $2 million cash, to a newly incorporated subsidiary ("Spinco"), PCNC will then acquire 100% of the shares of Spinco in exchange for the issuance of 450,000,000 common shares in the capital of PCNC (the "PCNC Shares"), of which 225,000,000 PCNC Shares will be retained by Prophecy and 225,000,000 PCNC Shares will be distributed  or reserved for distribution on a pro rata basis to holders of Prophecy shares on a fully diluted basis ("PCNC Distribution").  Prophecy may also grant up to 500,000 options prior to the effective time of the Arrangement. 

Upon completion of the Arrangement, Prophecy and its shareholders will hold approximately 88.97% of the issued and outstanding shares of PCNC.  Following the completion of the Arrangement, Prophecy will change its name to "Prophecy Coal Corp." and PCNC will consolidate its share capital on a 10:1 basis and be renamed as "Prophecy Platinum Corp.".

The effective date of the Arrangement and the PCNC Distribution (the "Effective Date")  is expected to be in early May.  It is not possible at this time to determine a Prophecy shareholder's exact entitlement to PCNC Shares as a result of the Arrangement. As of the date of this press release, there are 189,669,994 Prophecy shares issued and outstanding and 47,650,658 Prophecy options and warrants issued and outstanding. Assuming those numbers were unchanged on the Effective Date, each Prophecy shareholder would be entitled to 0.9482 of a pre-consolidation PCNC Share, and each Prophecy convertible securityholders, when exercising their options or warrants, as the case may be would receive one Prophecy share and 0.9482 of a pre-consolidation PCNC Share. In the event that more Prophecy shares, options or warrants are issued and outstanding on the Effective Date, the number of PCNC Shares to which a Prophecy shareholder shall be entitled to will be reduced in accordance with their pro rata holdings.

Prophecy and PCNC will each be convening a shareholders meeting to consider and approve the Arrangement and related transactions.  It is expected that the shareholder meetings will occur in early May.  A joint management information circular containing detailed disclosure regarding the Arrangement and related transactions will be mailed to Prophecy and PCNC shareholders.

Completion of the Arrangement is subject to a number of conditions, including the approvals of the shareholders of Prophecy and PCNC, the Supreme Court of British Columbia, and the TSX Venture Exchange, as well as other customary conditions. The Arrangement Agreement and related information circular will be filed and available for public download at www.sedar.com .

About Prophecy Resource

Prophecy Resource Corporation 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 mine is fully commissioned.

About PCNC

Pacific Coast Nickel Corp is a Canadian based nickel and copper base metal exploration company actively exploring properties in Canada, Argentina and Uruguay.

 

ON BEHALF OF THE BOARD OF DIRECTORS Prophecy Resource Corp.
"JOHN LEE"
John Lee
Chairman
Telephone 1.800.851.1528
Email: [email protected]

Pacific Coast Nickel Corp.
"John Lee"
John Lee
Chairman and Interim CEO
For further information:
John Lee
Telephone 1.800.851.1528
Email: [email protected]

www.pacificcoastnickel.com

 

Mineral resources that are not mineral reserves do not have demonstrated economic viability. 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.