SHARE CAPITAL | (a) Authorized The authorized share capital consists of an unlimited number of common shares without par value (the “ Shares On June 7, 2016, the Company completed a consolidation of its issued and outstanding common shares on the basis of 100 old Shares, options and warrants to one (1) new Share, option and warrant (the “ Share Consolidation On August 8, 2018, the Company completed a common share split on the basis of ten (10) new Shares, options and warrants for every one (1) old Share, option and warrant outstanding (the “ Split (b) Equity issuances During the year ended December 31, 2018 Private Placements On August 14, 2018, the Company closed its non-brokered private placement for gross proceeds of $1,137,197 through the issuance of 4,061,417 units of Prophecy. Each unit is comprised of one Share and one Share purchase warrant. Each warrant entitles the holder to purchase one additional Share of the Company at an exercise price of $0.40 for a period of three years from the closing of the first tranche of the placement. Short Form Prospectus Offering On November 22, 2018, the Company closed its bought deal financing for gross proceeds of $5,520,000. The Company entered into an agreement with BMO Nesbitt Burns Inc. (“ BMO Exercise of Stock Options and Warrants During the year ended December 31, 2018, the Company issued 87,500 and 3,445,420 Shares on the exercise of stock options and warrants respectively for total proceeds of $1,362,317. Share Bonus to Personnel On October 10, 2018, the Company issued 1,000,000 Shares with a fair value of $0.35 per Share as a bonus to its new CEO included in Salaries and benefits. During the year ended December 31, 2017 Private Placements On April On September 20, 2017, the Company closed the first tranche of a non-brokered private placement involving the issuance of 6,679,680 units and 6,290,000 special warrants (the “ Special Warrants On October 16, 2017, the Company closed the second and final tranche of the placement involving the issuance of 1,165,780 units and 4,143,710 Special Warrants at a price of $0.35 per each unit and Special Warrant and raised gross proceeds of $1,858,325. Each unit consists of one Share and one half of one warrant. Each second tranche warrant entitles the holder to purchase one additional Share of the Company at an exercise price of $0.40 for a period of three years from the date of closing of the second tranche of the placement. In connection with the second tranche of the placement, the Company paid finder’s fees of $56,020 and issued 93,270 finder’s Special Warrants, which were exercisable on identical terms as those Special Warrants issued to subscribers through the second tranche of the placement. The total subscription proceeds of $3,651,800, which were raised from the sale of the Special Warrants under the placement, were held in an escrow account with the Company’s Transfer Agent pending shareholder approval for the issuance of the Units underlying the Special Warrants. TSX and shareholder approval for the issuance of the Units underlying the Special Warrants was obtained on December 15, 2017. On December 18, 2017, the Company issued 11,397,110 units underlying an equivalent number of Special Warrants previously issued under the placement. On December 18, 2017, the Special Warrants subscription proceeds, previously held in escrow, were released to the Company. The finder’s Special Warrants have been valued at $0.35 each based upon the concurrent financing price of the placement to which they relate. The Company has recorded the fair value of the finder’s warrants as share issuance costs. Debt Settlements On January 12, 2017, On June 13, 2017, the Company issued 596,590 units (“ Debt Settlement Units1 On December 18, 2017, the Company issued 422,540 units (“ Debt Settlement Units2 Shares Issued for Mineral Properties On February 10, 2017, the Company acquired the remaining 20% title interest of Randsburg (Note 13) in the patented claims that comprise the Titan project by issuing to Randsburg 200,000 Shares at a value of $0.48 per Share. Share Bonus to Personnel On January 12, 2017, the Company issued 390,000 Shares with a fair value of $0.49 per Share as a bonus to its directors, officers and consultants. Share Compensation for Services On December 18, 2017, the Company issued 984,200 units with a fair value of $0.35 per unit, to Skanderbeg Capital Advisors Inc. (“ Skanderbeg Skanderbeg Units entered into a consulting agreement with Skanderbeg to explore and evaluate strategic alternatives to maximize value for Prophecy’s non-core assets. Skanderbeg Exercise of Stock Options and Warrants During the year ended December 31, 2017, the Company issued 126,870 and 150,000 Shares on the exercise of stock options and warrants respectively for total proceeds of $110,685. During the year ended December 31, 2016 Private Placements On January 25, 2016, the Company closed a non-brokered private placement involving the issuance of 800,000 units at a price of $0.25 per unit. Each unit consists of one Share and one Share purchase warrant. Each Share purchase warrant entitles the holder to acquire an additional Share at a price of $0.40 per Share for a period of five years from the date of issuance. The Company paid in cash, finder’s fees totaling $14,000 and issued 56,000 finder’s Share purchase warrants which are exercisable at a price of $0.40 for a period of two years from the closing of the placement. The finder’s warrants have been valued at $10,183 based upon the Black-Scholes option pricing model with the following assumptions: (1) a risk-free interest rate of 0.46%; (2) warrant expected life of two years; (3) expected volatility of 134% and (4) dividend yield of nil. The Company has recorded the fair value of the finder’s warrants as share issuance costs. On August 29, 2016, the Company closed a non-brokered private placement involving the issuance of 2,027,350 units at a price of $0.38 per unit. Each unit consists of one Share and one-half Share purchase warrant. Each Share purchase warrant entitles the holder to acquire an additional Share at a price of $0.44 per Share for a period of five years from the date of issuance. The Company paid in cash, total finder’s fees of $3,464 in connection with the placement. The warrants will be subject to the following acceleration conditions: (i) in the event that the closing price of the Shares trading on the TSX exceeds $0.88 per Share; or (ii) the closing spot price of silver as quoted by KITCO Metals Inc. exceeds USD$28.00 per ounce, in either instance, for a period of over 28 consecutive calendar days, at Prophecy’s election, the exercise period may be reduced in which case, Warrant holders will only be entitled to exercise their Warrants for a period of 30 days from the date the Company either disseminates a press release or sends written notice to the Warrant holders advising them of the reduced and accelerated exercise period after which, the Warrants will expire. 18. SHARE CAPITAL Debt Settlements On June 6, 2016, the Company issued 7,500,000 units at a value of $0.20 to Mr. John Lee, in satisfaction of $1,500,000 of indebtedness owed by the Company to Linx under the Credit Facility (Note 15). Each unit consists of one Share and one Share purchase warrant. Each Share purchase warrant entitles the holder to acquire an additional Share at a price of $0.40 per Share for a period of five years from the date of issuance. During the year ended December 31, 2016, the Company entered into settlement and release agreements with certain of its directors, officers, employees and consultants to settle various debts owing to them. Pursuant to the terms of those settlement and release agreements, the Company issued in summary 3,474,430 Shares to those directors, officers, employees and consultants as follows: Settlement Date Number of Shares Value January 13, 2016 613,850 $ 0.30 January 25, 2016 132,064 $ 0.25 February 29, 2016 736,453 $ 0.20 March 4, 2016 30,000 $ 0.20 April 18, 2016 265,110 $ 0.15 June 2, 2016 1,228,210 $ 0.20 November 16, 2016 468,750 $ 0.32 3,474,437 (c) Share-based compensation plan The Company has a 20% fixed equity-based compensation plan in place (the “Amended 2016 Plan During the year ended December 31, 2018, the Company granted 4,040,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $0.22 to $0.65 per Share and expiry dates ranging from February 20, 2023 to November 14, 2023 and vest at 12.5% per quarter for the first two years following the date of grant. During the year ended December 31, 2017, the Company granted 4,080,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $0.33 to $0.49 per Share and expiry dates ranging from January 12, 2022 to November 6, 2022 and vest at 12.5% per quarter for the first two years following the date of grant. During the year ended December 31, 2016, the Company granted 1,600,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at a price of $0.20 per 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 following is a summary of the changes in Prophecy’s stock options from December 31, 2015 to December 31, 2018: Number of Options Weighted Average Exercise Price Outstanding, December 31, 2015 3,437,420 $ 1.00 Granted 1,600,000 $ 0.20 Expired (10,000 ) $ 2.80 Cancelled (379,280 ) $ 2.19 Forfeited (40,000 ) $ 0.61 Outstanding, December 31, 2016 4,608,140 $ 0.64 Granted 4,080,000 $ 0.38 Expired (312,930 ) $ 2.08 Exercised (126,870 ) $ 0.40 Outstanding, December 31, 2017 8,248,340 $ 0.46 Granted 4,040,000 $ 0.31 Expired (349,720 ) $ 1.21 Cancelled (1,815,120 ) $ 0.45 Forfeited (445,000 ) $ 1.04 Exercised (87,500 ) $ 0.28 Outstanding, December 31, 2018 9,591,000 $ 0.34 As of December 31, 2018, the following Prophecy share purchase options were outstanding: Options Outstanding Exercisable Unvested Exercise Expiry December 31, December 31, December 31, Price Date 2018 2017 2018 2018 $ 0.65 14-Nov-23 200,000 — — 200,000 $ 0.33 17-Oct-23 940,000 — — 940,000 $ 0.26 10-Oct-23 550,000 — — 550,000 $ 0.22 23-Jul-23 400,000 — 50,000 350,000 $ 0.31 1-May-23 200,000 — 50,000 150,000 $ 0.28 6-Apr-23 1,225,000 — 306,250 918,750 $ 0.31 20-Feb-23 200,000 — 75,000 125,000 $ 0.48 6-Nov-22 — 50,000 — — $ 0.35 1-Sep-22 1,250,000 1,670,000 781,250 468,750 $ 0.33 12-Jun-22 1,225,000 1,450,000 918,750 306,250 $ 0.49 12-Jan-22 820,000 910,000 717,500 102,500 $ 0.2 2-Jun-21 1,420,000 1,557,500 1,420,000 — $ 0.5 22-Jun-20 311,000 328,000 311,000 — $ 0.5 7-Apr-20 535,000 820,620 535,000 — $ 0.65 1-May-19 315,000 547,500 315,000 — $ 1 3-Feb-19 — 50,000 — — $ 1.05 27-Jan-19 — 515,000 — — $ 1.2 16-Aug-18 — 324,720 — — $ 1.3 22-Jul-18 — 25,000 — — 9,591,000 8,248,340 5,479,750 4,111,250 Share-based payment expenses resulting from stock options are amortized over the corresponding vesting periods. During the year ended December 31, 2018, 2017 and 2016, the share-based payment expenses were calculated using the following weighted average assumptions: Year ended December 31, 2018 2017 2016 Risk-free interest rate 1.77 % 1.25 % 1.20 % Expected life of options in years 4.4 4.4 4.9 Expected volatility 135.71 % 133.55 % 131.45 % Expected dividend yield Nil Nil Nil Expected forfeiture rate 12 % 12 % 12 % Weighted average fair value of options granted during the year $ 0.32 $ 0.32 $ 0.23 The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares. The expected forfeiture rate is based on the historical forfeitures of options issued. Share-based payments charged to operations and assets were allocated between deferred mineral properties, and general and administrative expenses. Share-based payments are allocated between being either capitalized to deferred exploration costs where related to mineral properties or expensed as general and administrative expenses where otherwise related to the general operations of the Company. For the year ended December 31, 2018, 2017, and 2016, share-based payments were recorded as follows: Year Ended December 31, 2018 2017 2016 Consolidated Statement of Operations Share based payments 553,430 599,117 197,889 $ 553,430 $ 599,117 $ 197,889 Consolidated Statement of Financial Position Chandgana Tal and power plant application - 69,515 21,429 Gibellini exploration 87,186 - - Pulacayo exploration 117,871 158,464 46,934 205,057 227,979 68,363 Total share-based payments $ 758,487 $ 827,096 $ 266,252 [remainder of this page has been intentionally left blank] (d) Share purchase warrants The following is a summary of the changes in Prophecy’s share purchase warrants from December 31, 2015 to December 31, 2018: Number of Warrants Weighted Average Exercise Price Outstanding, December 31, 2015 4,365,040 $ 0.60 Issued 9,369,670 $ 0.40 Expired (254,110 ) $ 1.00 Outstanding, December 31, 2016 13,480,600 $ 0.47 Issued 12,453,680 $ 0.41 Exercised (150,000 ) $ 0.40 Expired (26,250 ) $ 0.70 Outstanding, December 31, 2017 25,758,030 $ 0.44 Issued 5,061,417 $ 0.40 Exercised (3,445,420 ) $ 0.39 Expired (56,000 ) $ 0.40 Outstanding, December 31, 2018 27,318,027 $ 0.44 On February 15, 2018, the Company issued 500,000 Share purchase warrants as a part of consideration for mining claims acquisition (Note 13). The fair value of $89,944 of the issued warrants determined using the Black-Scholes option pricing model using the following assumptions: (1) a risk-free interest rate of 1.9%; (2) warrant expected life of three years; (3) expected volatility of 116%, and (4) dividend yield of nil. On April 23, 2018, the Company issued 500,000 Share purchase warrants as a part of consideration for services related to the Gibellini Project. The fair value of $92,000 of the issued warrants determined using the Black-Scholes option pricing model using the following assumptions: (1) a risk-free interest rate of 2%; (2) warrant expected life of three years; (3) expected volatility of 97.4%, and (4) dividend yield of nil. As of December 31, 2018, the following Prophecy share purchase warrants were outstanding: Exercise Price Expiry Date Number of Warrants At December 31, 2018 At December 31, 2017 $ 0.5 13-Jun-22 596,590 596,590 $ 0.5 12-Apr-22 1,032,500 1,032,500 $ 0.4 13-Jan-22 499,990 499,990 $ 0.44 29-Aug-21 1,013,670 1,013,670 $ 0.4 13-Aug-21 198,237 - $ 0.4 6-Jul-21 3,863,180 - $ 0.4 2-Jun-21 7,500,000 7,500,000 $ 0.3 23-Apr-21 100,000 - $ 0.5 15-Feb-21 500,000 - $ 0.4 25-Jan-21 650,000 650,000 $ 0.4 18-Dec-20 211,250 703,350 $ 0.7 13-Nov-20 625,000 625,000 $ 0.4 16-Oct-20 2,533,020 2,701,360 $ 0.7 30-Sep-20 1,112,000 1,112,000 $ 0.4 20-Sep-20 4,534,920 6,919,900 $ 0.6 24-Jun-20 1,147,670 1,147,680 $ 0.5 22-May-20 1,200,000 1,200,000 $ 0.4 January 25,2018 - 56,000 27,318,027 25,758,030 |