As a result of the transaction, Ursa will become a wholly-owned subsidiary of Prophecy. Ursa will now apply to delist its stock from the Toronto Stock Exchange.
Following the deal, Prophecy will have about 58.7 million shares issued and outstanding, and options and warrants entitling holders a right to buy 8.2 million common shares.
Shareholders representing about 17.33 percent of Ursa's shares have signed support agreements to vote in favour for the transaction.
The agreement also includes a break fee of $1.5 million payable to Prophecy if Ursa accepts a bigger offer.
The transaction, which is expected to be finished by June 15, is subject to customary conditions and regulatory approvals.
Ursa will hold a special shareholder meeting on May 30, which it will seek the shareholder approvals required for the deal.
As part of the transaction, Prophecy will subscribe for $1 million of Ursa shares by way of a private placement at six cents per share.
The merger, which was first announced on March 1, will create a mid-tier resource company with a pipeline of Platinum and Nickel projects including the Shakespeare Nickel-copper mine near Sudbury, and the Wellgreen project, in Yukon Territory and Manitoba's Lynn Lake.
Shakespeare has a probable reserve of 11.82 million tonnes grading 0.33% Nickel, 0.35% copper and 0.02% cobalt with 0.33 grams per tonne (g/t) Platinum. This includes 0.36 g/t palladium and 0.18 g/t gold.
The Wellgreen project in the Yukon has over 10 million ounces of Platinum-palladium-gold inferred resource. Active drilling is ongoing with a pending preliminary economic assessment study.
The miner plans to drill about 9,000 metres to target infill areas of its existing resource, as well as the potential expansion of the resource to the south, where a pit area is being designed for the company's preliminary economic assessment due to finish by the first quarter of 2012.
The company has received drill permits and has mobilized a crew to the site to prepare drill stations. Drilling is expected to continue year-round, covering the one-kilometre strike of the Wellgreen East Zone.
The company is a Canadian Nickel and Platinum group metals exploration explorer with projects in Canada, Argentina and Uruguay. In Canada, it holds the Lynn Lake project in Manitoba, as well as Wellgreen.