6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2019

Commission File Number 000-55985

PROPHECY DEVELOPMENT CORP.

(Translation of registrant’s name into English)

Suite 1610 – 409 Granville Street

Vancouver, British Columbia, Canada V6C 1T2

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F    ☒    Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐              

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐            

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PROPHECY DEVELOPMENT CORP.
Date:   July 23, 2019	By:	/s/ Rocio Echegaray
		Rocio Echegaray
		Corporate Secretary

INDEX TO EXHIBITS

99.1	News release dated July 23, 2019
99.1	Material Change Report dated July 23, 2019

EX-99.1

  Exhibit 99.1

Prophecy Appoints Marc Leduc as Independent Director

Vancouver, British Columbia, July 23, 2019 – Prophecy Development Corp. (“Prophecy” or the “Company”) (TSX: PCY, OTCQX:PRPCF, Frankfurt:1P2N) is pleased to announce the appointment of Marc Leduc, P.Eng. as the Company’s Director of the board effective July 22, 2019.

Marc Leduc is a mining engineer and geologist with more than 30 years’ experience involving all aspects of the development, operations, planning and evaluation of mining projects. Mr. Leduc holds a B.Sc. (Hons) degree in Mining Engineering from Queen’s University Kingston, and B.Sc. degree in Geology from the University of Ottawa, and he is a registered professional engineer in both Ontario and BC. 

Mr. Leduc has led technical teams in the design and construction of large mines, heap leach and tailings facilities.  Mr.  Leduc has held top management positions with several mining companies including most recently Chief Operating Officer of NewCastle Gold Ltd before it was acquired in 2017 via merger with Trek Mining Inc. and Anfield Gold Corp. (now named Equinox Gold Corp.).and currently serves on the Board of Directors  of a publicly listed resource exploration company.

Mr. Leduc spent several years working in Peru as the President and COO for Bear Creek Mining Corp, a silver exploration and development company.

With the imminent re-start of Prophecy’s Bolivian silver exploration and mining activities, Marc’s hands on operational experience and competency in Spanish are particularly valuable.

About Prophecy

Prophecy is developing the Gibellini project – the only large-scale, open-pit, heap-leach vanadium project of its kind in North America. Located in Nevada, Gibellini is currently undergoing EPCM and Permit preparation. Prophecy also has mining projects in Mongolia and Bolivia. Further information on Prophecy can be found at www.prophecydev.com.

PROPHECY DEVELOPMENT CORP.

ON BEHALF OF THE BOARD

“John Lee”

Executive Chairman

For more information about Prophecy, please contact Investor Relations:

+1.604.569.3661 ext. 101

ir@prophecydev.com

www.prophecydev.com

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release, 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 applicable 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 to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

These factors should be considered carefully, and readers should not place undue reliance on the Prophecy’s forward-looking statements. Prophecy believes that the expectations reflected in the forward-looking statements contained in this news release and the documents incorporated by reference herein are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although Prophecy has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Prophecy undertakes no obligation to release publicly any future revisions to forward-looking statements to reflect events or circumstances after the date of this news or to reflect the occurrence of unanticipated events, except as expressly required by law.

EX-99.1

 Exhibit 99.1

BC FORM 51-102F3

MATERIAL CHANGE REPORT

UNDER SUBSECTION 7.1(1) OF NATIONAL INSTRUMENT 51-102

ITEM 1.

NAME AND ADDRESS OF COMPANY

Prophecy Development Corp.

Suite 1610 – 409 Granville Street

Vancouver, BC V6C 1T2

ITEM 2.

DATE OF MATERIAL CHANGE

July 23, 2019

ITEM 3.

NEWS RELEASE

The news release dated July 23, 2019 was disseminated through ACCESSWIRE Canada Ltd. and filed on SEDAR on July 23, 2019.

ITEM 4.

SUMMARY OF MATERIAL CHANGE

Prophecy Development Corp. (the “Company”) announced the appointment of Marc Leduc, P.Eng. as the Company’s Director of the board, effective July 22, 2019.

ITEM 5.

FULL DESCRIPTION OF MATERIAL CHANGE

Please see the news release dated July 23, 2019, which is available for review under the Company’s SEDAR profile at www.SEDAR.com.

ITEM 6.

RELIANCE ON SUBSECTION 7.1(2) OR 7.1(3) OF NATIONAL INSTRUMENT 51-102

Not applicable.

ITEM 7.

OMITTED INFORMATION

None.

ITEM 8.

SENIOR OFFICER

Contact:

Rocio Echegaray, Corporate Secretary

Telephone:

(604) 569-3661

Email:

rechegaray@prophecydev.com

ITEM 9.

DATE OF REPORT

July 23, 2019