Prophecy Shareholders Pass All Resolutions at 2016 AGM and Consolidates Shares

Vancouver, British Columbia, June 2, 2016 – Prophecy Development Corp. (“Prophecy” or the “Company”) (TSX:PCY, Frankfurt:1P2) is pleased to announce that all proposed resolutions were approved at the Company’s Annual General Meeting of shareholders held on June 2, 2016 in Vancouver, British Columbia (the “Meeting”). The number of directors was set at five and all director nominees, as listed in the Management Information Circular dated April 18, 2016 (the “Information Circular”), were elected as directors of the Company at the Meeting to serve until the next annual general meeting. According to the proxies received and shares voted in person at the Meeting, the results were as follows:

Notes:

1. There were 18,611,922 non-votes reported by the Scrutineer of the Meeting in respect of the above motion.
2. The percentages reported in this news release are calculated on the votes cast in person and by proxy at the Meeting which total 90,991,518 with respect to the above motion.

Davidson & Company LLP, Chartered Accountants have been appointed as auditors of the Company again, for the ensuing year and the directors have been authorized to fix their remuneration.

An ordinary resolution of the disinterested shareholders of the Company was approved with respect to the issuance of 75,000,000 debt settlement units to John Lee, Executive Chairman, at a price of $0.02 per debt settlement unit as payment for an outstanding cash loan of $1,500,000 owed by the Company to his personal holding company, Linx Partners Ltd., pursuant to a revolving Credit Facility Agreement dated March 12, 2015, as amended.

An ordinary resolution of the disinterested shareholders of the Company was approved with respect to the adoption of a new Share-Based Compensation Plan (the “2016 Share-Based Compensation Plan”).

An ordinary resolution of shareholders of the Company was approved with respect to the consolidation of the Company’s issued and outstanding Common shares on a 100 to 1 basis. Where the consolidation results in a fractional share, the number of shares will be rounded to the nearest whole Common share (with fractional shares less than 0.5 being rounded down and fractional shares equal to or greater than 0.5 being rounded up). The Common shares are expected to commence trading on the Toronto Stock Exchange on a consolidated basis on Tuesday, June 7, 2016. The new CUSIP number will be 74347D207, and the new ISIN number will be CA74347D2077.

No action is required by non-registered shareholders, who hold shares of the Company through an intermediary, to effect consolidation of their beneficially held shares. Registered shareholders of the Company as at April 18, 2016 were sent a Letter of Transmittal with the Meeting materials, and have been requested to deliver their share certificates representing the pre-consolidation shares along with their properly executed Letter of Transmittal to the Company’s Transfer Agent, Computershare Investor Services Inc., against delivery of new share certificates representing the post-consolidation shares.

Voting results for all resolutions noted above are reported in the Report on Voting Results as filed under the Company’s SEDAR profile on June 2, 2016.

The Company also announces that pursuant to the terms of the 2016 Share-Based Compensation Plan, it has granted in aggregate, 160,000 incentive stock options (on a post-consolidation basis) (the “Options“) to various directors, officers, employees and consultants of the Company. The Options are exercisable at a price of $2.00 per Common share for a term of five years expiring on June 2, 2021 and vest at 12.5% per quarter for the first two years following the date of grant.

The Company further announces that it has, or will enter into settlement and release agreements (the “Settlement Agreements”) with its directors and an employee to cover debts owing to them as well as advanced pre-payments for services to be rendered in June. Pursuant to the terms of those Settlement Agreements, the Company has agreed, subject to approval from the Toronto Stock Exchange, to issue, in aggregate, 122,821 post-consolidation Common shares at a deemed price of $1.99 per Common share, to those directors and employee through its new 2016 Share-Based Compensation Plan. Such shares issued to Company directors (including John Lee) will be subject to a voluntary 4-month hold period.

Further to the Company’s press release dated April 18, 2016, the Company is also pleased to confirm that it paid off and closed out the USD$1,500,000 line of credit facility with the Trade and Development Bank of Mongolia on May 2, 2016.

About Prophecy

Prophecy Development Corp. is a Canadian public company listed on the Toronto Stock Exchange that is engaged in developing mining and energy projects in Mongolia, Bolivia and Canada. Further information on Prophecy can be found at www.prophecydev.com.

PROPHECY DEVELOPMENT CORP.
ON BEHALF OF THE BOARD

“JOHN LEE”
Executive Chairman

For more information about Prophecy, please contact Investor Relations:

+1.604.563.0699
+1.888.513.6286
ir@prophecycoal.com
www.prophecydev.com