Prophecy Platinum Corp. (TSXV:NKL,OTCQX:PNIKF,FWB:P94P) and Ursa Major Minerals Incorporated announced a definitive agreement whereby Prophecy has agreed to issue one common share for each 25 common shares of Ursa held.
As quoted in the press release:
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.