Apogee Enters Into Definitive Agreement With Prophecy Coal Corp. - Seite 2

Management remains confident that the Prophecy team will focus on bringing the Pulacayo-Paca project into production in due course, thereby adding value for both the Apogee and Prophecy shareholders. Through its holdings in Prophecy, the Proposed Transaction enables Apogee shareholders to benefit in the potential upside of both the Pulacayo Paca project and Prophecy's coal energy projects located in Mongolia.

Approvals and Summary of the Proposed Transaction

The Proposed Transaction remains subject to the receipt of all necessary regulatory approvals, including the approval of the TSX and the TSX Venture Exchange respectively and necessary shareholder approvals at the special meeting of Apogee shareholders to be held on December 19, 2014. Closing of the Proposed Transaction is set to occur by no later than January 2, 2015.

The terms of the Proposed Transaction will be described in further detail in the Management Information Circular of Apogee to be filed with the regulatory authorities and mailed to shareholders of Apogee in accordance with applicable securities laws. Officers, directors and major shareholders of Apogee, who hold an aggregate of 19.4% of Apogee common shares, have agreed to enter into lock-up and support agreements with Prophecy under which they have agreed to vote in favour of the Proposed Transaction. Apogee shareholders will be granted dissent rights which, if exercised in accordance with applicable requirements, will provide such shareholders the right to be paid the fair value for their Apogee common shares by Apogee. It is a condition of closing that Apogee shareholders holding no more than 10% of the outstanding Apogee shares will have exercised dissent rights with respect to the Proposed Transaction.

The Board of Directors of Apogee has determined to recommend that shareholders of Apogee vote in favour of the Proposed Transaction.

The Definitive Agreement includes a commitment by Apogee not to solicit alternative transactions to the Proposed Transaction. Prophecy has also been provided with certain other rights customary for a transaction of this nature, including the right to match competing offers made to Apogee. Pursuant to the terms of the Definitive Agreement, in the event Apogee accepts a superior offer or fails to complete the Proposed Transaction in certain circumstances, Apogee shall be required to pay to Prophecy a break fee in the amount of $850,000.