2. Disclaimer
The information contained in this presentation (“Presentation”) has been prepared by Prophecy Resources Corp. (“Company”) and is being communicated for general background informational
purposes only. The Presentation has not been independently verified and the information contained within is subject to updating, completion, revision, verification and further amendment. Neither the
Company, nor its shareholders, directors, officers, agents, employees, or advisors give, has given or has authority to give, any representations or warranties (express or implied) as to, or in relation to, the
accuracy, reliability or completeness of the information in this Presentation, or any revision thereof, or of any other written or oral information made or to be made available to any interested party or its
advisers (all such information being referred to as “Information”) and liability therefore is expressly disclaimed. Information contained in this Presentation is the property of the Company. It is made
available strictly for the purposes referred to above. Neither the communication of this Presentation nor any part of its contents is to be taken as any form of commitment on the part of the Company to
proceed with any transaction. This Presentation does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for or purchase any securities in the
Company, nor shall it, or the fact of its communication, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect
to such securities. The communication of this Presentation in or to persons in certain jurisdictions may be restricted by law and persons who may rceive communication of this Presentation should inform
themselves about, and observe, any such restrictions in advance of communication to them of this Presentation. In particular, this Presentation has not been approved by an authorised person pursuant to
Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) and accordingly it is being delivered in the United Kingdom only to persons to whom this Presentation may be delivered without
contravening the financial promotion prohibition in Section 21 of the FSMA. Those persons are described in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Order”) and
include persons who have professional experience in matters relating to investments and who fall within the category of person set out in Article 19 (investment professionals) of the Order. In addition,
other than a limited number of persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the US Securities Act of 1933, as amended) or accredited investors (as
defined in the National Instrument 45/106), neither this Presentation nor any copy of its may be transmitted into the United States of America or Canada or distributed directly or indirectly, in the United
States of America or Canada, or to any resident thereof except in compliance with the applicable securities laws. Any failure to comply with these restrictions may constitute a violation of applicable US or
Canadian securities laws. By accepting communication of this Presentation, the recipient represents and warrants that it is a person to whom this Presentation may be communicated without a violation of
the laws of any relevant jurisdiction. This Presentation is not to be communicated to any other person or used for any other purpose and any other person who receives communication of this Presentation
should not rely or act upon it. In furnishing this Presentation, the Company does not undertake or agree to any obligation to provide the attendee with access to any additional information or to update
this Presentation or to correct any inaccuracies in, or omissions from, this Presentation that may become apparent either during, or at any time after this Presentation. This Presentation contains or
incorporates by reference “forward-looking information” which means disclosure regarding possible events, conditions, acquisitions, or results of operations that is based on assumptions about future
conditions and courses of action and includes future oriented financial information with respect to prospective results of operations, financial position or cash flows that is presented either as a forecast or a
projection, and also includes, but is not limited to, statements with respect to the future financial and operating performance of the Company any of its subsidiaries and other considerations as set out in
more detail in the documents filed by the Company with the Toronto Stock Exchange. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “proposes”,
“expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain
actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of the Company and/or its current and proposed subsidiaries to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this Presentation and the Company disclaims any obligation to update any
forward-looking statements, whether as a result of new information, future events or results or otherwise. Accordingly, readers should not place undue reliance on forward-looking statements due to the
inherent uncertainty therein. In addition, investors are cautioned that this presentation may contain information about mineral properties adjacent to or near the Company’s properties and in which the
Company has no right or interest. Mineral deposits on such adjacent or near properties are not indicative of the mineral deposits, if any, which may be found on the Company’s properties. Mineral
resources that are not mineral reserves do not have demonstrated economic viability. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained in this Presentation, including statements which may contain words such as
"expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the
meaning of securities laws. Such forward-looking statements, which reflect management’s expectations regarding Prophecy’s future growth, results of operations, performance, business prospects and
opportunities are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements of the Company to
be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this Presentation include, without
limitation, statements regarding the permitting, development and production of the Company’s Chandgana Power Plant, including approval of the license to build Chandgana Power Plant from the
Mongolian government and completion of a feasibility study by late 2011 and other information concerning possible or assumed future results of operations of Prophecy. Material risks and uncertainties
which could cause actual results to differ materially from such forward-looking statements include, but are not limited to, exploration, development and production risks, risks related to the Company not
having a history of mineral production, risks related to the development of the Chandgana Power Plant, risks related to the uncertainty of mineral resource and mineral reserve estimates, the cyclical
nature of the mining industry, risks related to the availability of capital and financing on acceptable terms, commodity price fluctuations, currency exchange rate and interest rate risks, risks associated with
operating in foreign jurisdictions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in
receiving government approvals, and unanticipated environmental impacts on operations and costs to remedy same. Assumptions underlying our expectations regarding forward-looking statements or
information contained in this Presentation include, among others, that all required third party contractual, regulatory and governmental approvals will be obtained for the development, construction and
production of the Company’s properties, there being no significant disruptions affecting operations, whether due to labour disruptions, currency exchange rates being approximately consistent with current
levels, certain price assumptions for coal, prices for and availability of diesel, parts and equipment and other key supplies remaining consistent with current levels, production forecasts meeting
expectations, the accuracy of the Company’s current mineral resource and reserve estimates, labour and materials costs increasing on a basis consistent with the Company’s current expectations and that
any additional required financing will be available on reasonable terms. Although Prophecy has attempted to identify important risks and factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not anticipated, estimated or intended. Accordingly, readers should
not place any undue reliance on forward-looking statements as such information may not be appropriate for other purposes. We disclaim any intention or obligation to update or revise any forward looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
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