Prophecy Coal Corp.
 
Background:

Prophecy Coal Corp. engages in the acquisition, exploration, and development of thermal coal properties in Mongolia. The company has a 100% interest in the Ulaan Ovoo coal property located in Selenge province, Northern Mongolia; a 100% interest in the Chandgana Tal coal exploration property consisting of 2 exploration licenses located in the Nyalga coal basin, Mongolia; and a 100% interest in the Chandgana Khavtgai coal exploration property consisting of 1 license in the Nyalga coal basin. It also has a 60% interest in the Okeover copper-molybdenum project located in the Vancouver Mining Division, Canada; and an 80% interest in the Titan vanadium-titanium-iron project located in Ontario, Canada. The company was formerly known as Prophecy Resource Corp. and changed its name to Prophecy Coal Corp. in June 2011. Prophecy Coal Corp. is headquartered in Vancouver, Canada.

INCORPORATED: in British Columbia Nov. 6, 1978, as Banbury Gold Mines Ltd.; name changed to Enerwaste Minerals Corp. July 3, 1992; to Universal Gun-Loc Industries Ltd. Dec. 17, 1993; to UGL Enterprises Ltd. Apr. 24, 2002; to Red Hill Energy Inc. May 29, 2006; and to Prophecy Resource Corp. Apr. 16, 2010, in connection with a plan of arrangement involving the company, its securityholders, Prophecy Resource Corp. (Old Prophecy) and its securityholders, and Elissa Resources Ltd., a wholly owned subsidiary of the company. Name changed from Prophecy Resource Corp. to Prophecy Coal Corp. June 17, 2011. Under the plan of arrangement, which was completed on Apr. 16, 2010, the company transferred Canadian Dollar 1,000,000 and its non-coal assets to Elissa in exchange for that number of Elissa Common shares which was equal to the number of shares of the company issued and outstanding multiplied by 0.25; the Elissa Common shares were distributed to the company's shareholders; the company created a new class of shares, the Class A shares; shareholders of the company received 0.92 Class A share for each Common share of the company and shareholders of Old Prophecy received one Class A share for each Common share of Old Prophecy; each stock option and warrant of the company was amended to entitle the holder to receive 0.92 Class A share and each stock option or warrant of Old Prophecy was exchanged for an option or warrant to acquire one Class A share; and Old Prophecy amalgamated with 0875512 B.C. Ltd., a wholly owned subsidiary of the company, to form Prophecy Holdings Inc. The company issued 29,984,866 shares as consideration for 100% of the outstanding share capital of Old Prophecy. Old Prophecy was incorporated in British Columbia Feb. 9, 2006.

SUBSIDIARIES:

Chandgana Coal LLC.
East Energy Development LLC
Northern Platinum Ltd.
Prophecy Holdings Corp.
Red Hill Mongolia LLC
UGL Enterprises LLC.

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