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Large Mineral Resource: 5.5 Moz PGM+Au, 2.9 B lbs Ni+Cu (M&I) with 13.8 Moz PGM+Au, 7.0 B lbs Ni+Cu (Inferred)

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Message: Sprott

Aug 10, 2011 03:12PM
2
Aug 10, 2011 04:15PM

REPORT UNDER PART 4

Of

NATIONAL INSTRUMENT 62-103

1. Name and address of eligible institutional investor:

Sprott Asset Management LP (the “Offeror”)

200 Bay Street, Suite 2700, P.O. Box 27

Royal Bank Plaza, South Tower

Toronto, Ontario

M5J 2J1

2. The net increase or decrease in the number or principal amount of securities, and in

the eligible institutional investor’s securityholding percentage in the class of

securities, since the last report filed by the eligible institutional investor under Part

4 or the early warning requirements:

This is the initial report filed by the Offeror under Part 4 of NI 62-103 in respect of

Prophecy Platinum Corp. (the “Issuer”).

3. The designation and number or principal amount of securities and the eligible

institutional investor's securityholding percentage in the class of securities at the

end of the month for which the report is made:

As at July 31, 2011, the Offeror on behalf of accounts fully managed by it, exercises

control or direction over 5,200,011 common shares (the “Common Shares”) of the Issuer.

Based on the number of currently issued and outstanding common shares (as reported by

the Issuer), the Offeror exercises control or direction over 10.1% of the issued and

outstanding common shares.

4. The designation and number or principal amount of securities and the percentage of

outstanding securities referred to in item 3 over which:

(a) the eligible institutional investor, either alone or together with any joint

actors, has ownership and control:

The Offeror does not itself own any Common Shares or other securities of the Issuer.

The only persons with whom the Offeror may be deemed by the Securities Act (Ontario)

to be acting jointly and in concert with would be the entities referred to in Item 7 below.

(b) the eligible institutional investor, either alone or together with any joint

actors, has ownership but control is held by other entities other than the

eligible institutional investor or any joint actors:

None. - 2 -

(c) the eligible institutional investor, either alone or together with any joint

actors, has exclusive or shared control but does not have ownership:

The Offeror exercises control or direction over all of the Common Shares referred to

above in its capacity as portfolio manager of one or more managed accounts.

5. The purpose of the eligible institutional investor and any joint actors in acquiring or

disposing of ownership of, or control over, the securities, including any future

intention to acquire ownership of, or control over, additional securities of the

reporting issuer:

The securities described herein are being held for investment purposes. Depending on

market and other conditions, the Offeror may from time to time in the future increase or

decrease its ownership, control or direction over the Common Shares or other securities

of the Issuer, through market transactions, private agreements or otherwise.

6. The general nature and the material terms of any agreement, other than lending

arrangements, with respect to securities of the reporting issuer entered into by the

eligible institutional investor, or any joint actor, and the issuer of the securities or

any other entity in connection with any transaction or occurrence resulting in the

change in ownership or control giving rise to the report, including agreements with

respect to the acquisition, holding, disposition or voting of any of the securities:

None.

7. The names of any joint actors in connection with the disclosure required by this

report:

The Common Shares are held by the Sprott All Cap Fund, Sprott Canadian Equity Fund,

Sprott Bull/Bear RSP Fund, Sprott Hedge Fund L.P., Sprott Hedge Fund L.P. II, Sprott

Small Cap Hedge Fund, Sprott Master Fund Ltd., Sprott Master Fund II Ltd., and certain

Sprott Managed Accounts.

8. If applicable, a description of any change in any material fact set out in a previous

report by the eligible institutional investor under the early warning requirements or

Part 4 in respect of the reporting issuer’s securities:

Not applicable.

9. A statement that the eligible institutional investor is eligible to file reports under

Part 4 in respect of the reporting issuer:

The Offeror is eligible to file reports under Part 4 of NI 62-103 in respect of the Issuer.

The filing of this report is not an admission that an entity named in the report owns or

controls any described securities or is a joint actor with another named entity. - 3 -

Dated this 10

th

day of August, 2011.

SPROTT ASSET MANAGEMENT LP,

by its General Partner, SPROTT ASSET

MANAGEMENT GP INC.

By: “Kirstin McTaggart”

Kirstin McTaggart

Chief Compliance Officer

2
Aug 12, 2011 07:20AM

Aug 13, 2011 04:23PM

Aug 13, 2011 05:46PM
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Aug 13, 2011 06:41PM

Aug 13, 2011 11:48PM

Aug 14, 2011 05:12AM
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Aug 15, 2011 07:58AM
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