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VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 21, 2012) -


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 Platinum Corp. ("Prophecy" or the "Company") (TSX VENTURE:NKL)(OTCQX:PNIKF)(FRANKFURT:P94P) is pleased to announce a $20 million brokered private placement (the "Offering") of special warrants (the "Special Warrants") at a price of $2.25 per Special Warrant and flow-through special warrants (the "FT Special Warrants) at a price of $2.50 per FT Special Warrant (the Special Warrants and FT Special Warrants collectively, the "Offered Securities"). The Offering will be led by Casimir Capital Ltd. with a syndicate of agents collectively the "Agents". The Agents will be granted an option to cover over-allotments, exercisable two days prior to closing of the Offering, to purchase up to an additional 15% of the base Offering.


Each Special Warrant will entitle the holder thereof, upon exercise of each Special Warrant, to receive, without payment of additional consideration, one common share of the Company (a "Special Warrant Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional common share (a "Warrant Share") at a price of $3.00 per Warrant Share for a period of 24 months.


Each FT Special Warrant will entitle the holder thereof, upon the exercise of each FT Special Warrant, to receive, without payment of additional consideration, one common share (an "FT Special Warrant Share"). The FT Special Warrants will be issued as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada).


The Company will pay to the Agents a cash fee equal to 6.5% of the gross proceeds from Offered Securities sold by the Agents pursuant to the Offering.


The Offered Securities will be deemed to be exercised on the earlier of: (a) the date that is four months and a day following the closing date, and (b) the fifth business day after a receipt is issued for a final prospectus by the securities regulatory authorities in each of the Provinces of Canada where the Offered Securities are sold qualifying the securities to be issued upon the exercise of the Special Warrants (the "Prospectus").


The Company shall use its reasonable best efforts to obtain such receipt for the Prospectus within 45 days of the closing date, failing which, each unexercised Special Warrant will thereafter entitle the holder to receive, upon the exercise thereof, for no additional consideration, an additional 10% of the Special Warrant Shares and the Warrants otherwise issuable, which would consist of 1.1 Special Warrant Shares (instead of one Special Warrant Share) and 1.1 Warrants (instead of one Warrant), subject to adjustment (the additional Special Warrant Shares and Warrants are collectively referred to herein as the "Penalty Securities"). The holders of the FT Special Warrants will not be entitled to any Penalty Securities.


Prophecy intends to use the proceeds of the Offering to advance its Wellgreen property towards pre-feasibility as well for exploration on the balance of the projects in its mineral portfolio, and for general corporate purposes. The completion of the Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange.