TORONTO May 14 -- Victory Nickel Inc. (the "Company" or "Victory Nickel") (TSX: NI) (www.victorynickel.ca) and Prophecy Resource Corp. ("Prophecy") (TSX VENTURE: PCY)(OTCBB: PCYRF)(FRANKFURT: 1P2) have agreed to reciprocal private placements enabling Victory Nickel to maintain an approximate 9.9% equity interest in Prophecy following its recent merger with Red Hill Energy Inc., in accordance with the terms of an Equity Participation Agreement with Victory Nickel dated October 20, 2009.
Prophecy will subscribe for 36,615,385 common shares in Victory Nickel at a price of $0.104 per common share for gross proceeds of $3,808,000. In turn, Victory Nickel will subscribe for 7,000,000 Prophecy common shares at a price of $0.544 per common share for gross proceeds of $3,808,000. This transaction will result in Victory Nickel maintaining a 9.9% interest in Prophecy and Prophecy acquiring a 9.8% interest in Victory Nickel.
"Victory Nickel's investment in Prophecy has proven to be a good one for shareholders," said Rene Galipeau, Victory Nickel's Vice-Chairman and CEO. "We like Prophecy's vision of building a base of significant assets internationally, and this transaction allows Victory Nickel to maintain its pro-rata stake at in Prophecy while minimizing costs by eliminating the need to raise money in the market to do so."
The proposed private placements are subject to the approval of TSX Venture Exchange in the case of Prophecy, and the TSX in the case of Victory Nickel.