Century Iron Mines Corporation
TSX VENTURE : FER

May 19, 2011 22:23 ET

Century Iron Mines Corporation Completes Qualifying Transaction and Related $115.5 Million Private Placements

TORONTO, ONTARIO--(Marketwire - May 19, 2011) -

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Century Iron Mines Corporation (the "Company" and formerly "Red Rock Capital Corp.") (TSX VENTURE:FER), formerly a capital pool company, is pleased to announce that, on May 18, 2011, it has completed its qualifying transaction (the "Qualifying Transaction") originally announced on November 18, 2010. The Qualifying Transaction involved the acquisition of Century Iron Ore Holdings Inc. ("Century Holdings") through an amalgamation completed on May 18, 2011, together with concurrent financings totaling $115.5 million. The concurrent financings included a $60.9 million investment by WISCO International Resources Development & Investment Limited ("WISCO") for a 24.99% interest and a $12.2 million investment by MinMetals Exploration & Development (Luxembourg) Limited S.à.r.l. ("Minmetals") for a 5.0% interest in the Company, each as calculated on a non-diluted basis. A full description of the Qualifying Transaction has been provided in the Company's filing statement dated May 5, 2011, as filed on SEDAR (the "Filing Statement"). The Company's stock symbol has changed from "RRD.P" to "FER" in connection with the completion of the Qualifying Transaction.

Mr. Sandy Chim, President and Chief Executive Officer of the Company, comments: "The completion of the Qualified Transaction and the concurrent financings totaling $115.5 million, solidifies a significant milestone for Century Iron Mines Corporation. The transaction brings together promising Canadian iron ore assets, global strategic partners in WISCO and Minmetals and top tier Canadian financial institutional investors to support our vision of becoming a major iron ore producer in Canada. Iron ore mining is a scale business and scale is matter of capital. Scale reduces capital and operating expenditures per tonne and is the essential competitive advantage in global markets. With scale, our business objective will be to operate competitively at any point of a commodity cycle.

Our assets have the potential to deliver world class scale. Our strategic partners, WISCO and Minmetals, represent the strength of China in terms of steel making, mining and commodity trading. China is a top global end user and trader and has the end-product buying power and financing power to provide access to the necessary multi-billion dollar capital required to bring our major projects to reality. The participation of WISCO and Minmetals in the financing, exploration and development and production of our projects is a vote of confidence by China in our company, in Canadian iron ore assets and in Canada.

Our financing has been well supported by top tier Canadian financial institutions. We are confident that our early investors, together with additional financial institutions, will join with our Chinese partners to finance the Company at each level of development and delivery of iron product to China. We are proud to be a Canadian company building an iron ore operation with the intention to make a significant contribution to the revitalization of our iron ore industry, build value for our shareholders and deliver an excellent return on our shareholders' investments.

Substantial exploration programs undertaken on our projects this year from our own sources prior to the closing of the recent financings have advanced our projects. The closing of the financings in connection with the Qualifying Transaction now provides us with the necessary resources, funding and the expertise of our strategic partners to add significant value to our assets and advance our projects in the most expeditious and professional manner."

Century Holdings

Century Holdings is a private mineral exploration company that is the indirect owner of interests in the following material mineral exploration properties:

  • the Duncan Lake property (currently a 51% interest with an option to increase to a 65% interest under an option and joint venture agreement with Augyva Mining Resources Inc. (TSX VENTURE:AUV)) ("Augyva"),
  • the Attikamagen property (option to acquire up to a 60% interest under an option and joint venture agreement with Champion Minerals Inc. (TSX:CHM) ("Champion"), and
  • the Sunny Lake property (100% owned).

Duncan Lake Property

The Duncan Lake property is an advanced exploration-stage property comprised of approximately 125 mining claims covering approximately 5,500 hectares in the James Bay region of Quebec located approximately 120 to 150 km from the East coast of James Bay (the "Duncan Lake Property").

Century Holdings' interest in the Duncan Lake Property is held by Canadian Century Iron Ore Corporation, a wholly owned subsidiary of Century Holdings ("Canadian Century"). Canadian Century is currently the owner of a 51% interest in the Duncan Lake Property and has an option to increase its ownership interest to a 65% interest in the Duncan Lake Property pursuant to an option and joint venture agreement dated May 20, 2008 with Augyva. Pursuant to the terms of the agreement, Canadian Century may increase its interest in the property to 65% by expending a further $14 million within five years. Having earned a 51% interest in the property, Century Holdings and Augyva will form a joint venture with Canadian Century becoming the manager and operator of the property in accordance with the option and joint venture agreement.

Attikamagen Property

The Attikamagen property is an early-stage exploration property comprised of approximately 946 mining claims covering approximately 31,000 hectares in the Labrador Trough region of Quebec and Newfoundland and Labrador (the "Attikamagen Property").

Century Holdings' interest in the Attikamagen Property is held by Labec Century Iron Ore Inc., a wholly owned subsidiary of Century Holdings ("Labec Century"). Labec Century is the owner of an option to acquire up to a 60% interest in the Attikamagen Property pursuant to an option and joint venture agreement with Champion dated May 12, 2008, as amended on July 9, 2009 and further amended on March 25, 2010 exercisable as follows:

  • to earn a 51% interest, an aggregate of $7.5 million in exploration expenditures by March 26, 2012 (of which $5.8 million of exploration expenditures have been incurred as of the date of the Filing Statement);
  • to increase to a 56% interest, $2.5 million in exploration expenditures by March 26, 2013, and
  • to increase to a 60% interest, $3.0 million in exploration expenditures by March 26, 2014.

Sunny Lake Property

The Sunny Lake property is an early-stage exploration property comprised of approximately 530 mining claims covering approximately 26,000 hectares in the Labrador Trough region of northeastern Quebec (the "Sunny Lake Property"). Century Holdings is the indirect 100% holder of the Sunny Lake Property.

Directors and Officers

The Company's directors and officers upon completion of the Qualifying Transaction are now as follows:

Board of Directors

Name of DirectorDirectorship and Board Committee Membership
Sandy ChimDirector
Ben Koon (David) WongDirector and Chairman
Paul MurphyLead Director; Chair of Audit Committee and Compensation Committee; Member of Corporate Governance and Nominating Committee
Hua BaiDirector
Siu Ming (Patrick) LiDirector
Maurice StrongDirector and Vice-Chairman
Zhong Xiang Kuang Director
Wei Ke Peng Director
John Reynolds, P.CDirector; Chair of Corporate Governance and Nominating Committee; Member of Audit Committee and Compensation Committee
Howard BernierDirector; Member of Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee

Officers

Name of OfficerOffice Held
Sandy ChimChief Executive Officer
Chun Wa (Ivan) WongInterim Chief Financial Officer
Ricky ChanVice-President, Planning and Operations
Michael SkutezkyCorporate Secretary
Stephen D. WortleyAssistant Corporate Secretary
Claude BrittChief Geologist

Transaction Agreements

The Qualifying Transaction was completed further to the following transaction agreements executed by the Company and by Century Holdings:

  • a framework agreement dated January 13, 2011 between WISCO and Century Holdings (the "WISCO Framework Agreement");
  • a definitive acquisition agreement dated February 17, 2011 (the "Acquisition Agreement") with Red Rock Acquisition Corp. ("Red Rock Subco"), a wholly-owned subsidiary of the Company, Century Iron Ore Corporation ("Century NL") and Century Holdings, a wholly-owned subsidiary of Century NL that contemplated that the Company would acquire Century Holdings (the "Acquisition") by way of an amalgamation to be completed between Red Rock Subco and Century Holdings (the "Amalgamation");
  • a further framework agreement entered into between WISCO and Century Holdings regarding a joint venture for the Duncan Lake, Attikamagen and Sunny Lake properties dated February 18, 2011 (the "WISCO Joint Venture Framework Agreement");
  • an amended and restated subscription agreement dated February 21, 2011 (the "WISCO Subscription Agreement") among WISCO, the Company and Century Holdings executed further to the WISCO Framework Agreement;
  • a framework agreement dated February 21, 2011 (the "Minmetals Framework Agreement") between Century Holdings and Minmetals Exploration & Development Co., Ltd.;
  • a subscription agreement dated May 10, 2011 among Minmetals, the Company and Century Holdings executed further to the Minmetals Framework Agreement; and
  • an amalgamation agreement dated May 16, 2011 between the Company, Red Rock Subco and Century Holdings pursuant to which Red Rock Subco and Century Holdings agreed to complete the Amalgamation (the "Amalgamation Agreement").

Transaction Overview

The Qualifying Transaction has been completed on the following basis:

  • the current outstanding common shares of the Company have been consolidated on the basis of one post-consolidation share for each previous outstanding ten common shares of the Company effective May 16, 2011 (the "Consolidation");
  • the Company has changed its name to "Century Iron Mines Corporation" effective May 16, 2011;
  • the subscription receipts issued by Century Holdings (the "Subscription Receipts") at a price of $2.50 per Subscription Receipt (the "Offering Price") in its brokered private placement completed on March 9, 2011 (the "Offering") have been converted into common shares of Century Holdings on a one-for-one basis and the gross proceeds of $32.5 million from the Offering, after deduction of agents' fees and expenses, released to Century Holdings;
  • Red Rock Subco and Century Holdings have amalgamated effective May 18, 2011 (the "Amalgamation"), with the amalgamated company being named "Century Iron Ore Holdings Inc." and becoming a wholly owned subsidiary of the Company upon completion of the Amalgamation;
  • shareholders of Century Holdings have been issued common shares of the Company upon completion of the Amalgamation on the basis of an exchange ratio of 0.857375 common shares of the Company for each common share of Century Holdings held (the "Exchange Ratio");
  • WISCO has purchased 23,197,768 common shares of the Company for gross proceeds of $60,877,653 such that WISCO now owns 24.99% of the issued and outstanding common shares of the Company, as calculated on a non-diluted basis (the "WISCO Private Placement");
  • Minmetals has purchased 4,641,410 common shares of the Company for gross proceeds of $12,180,403 such that Minmetals now owns 5.0% of the issued and outstanding common shares of the Company, as calculated on a non-diluted basis (the "Minmetals Private Placement");
  • a non-brokered private placement was completed by the Company and Century Holdings for gross proceeds of $7.0 million (the "Non-Brokered Private Placement");
  • the Company has granted options to purchase an aggregate of 5,500,000 common shares pursuant to the Company's stock option plan, each of which stock options is exercisable at a price of $2.92 per share for a term of five years, subject to vesting on the basis of 1/3 vesting on grant and 1/3 vesting on each of the first and second anniversaries of the stock option grants.

The follow table presents the issued and outstanding common shares of Century Iron Mines Corporation following completion of the Qualifying Transaction and applicable hold periods from the date of the Qualifying Transaction:

ShareholdersGross Proceeds RaisedNumber of Shares HeldStatutory Hold PeriodEscrow/ Lock-Up Agreement
Pre-Existing Red Rock ShareholdersN/A274,360N/A125,000 shares held subject to TSXV Escrow
Century NL(1)49,882,078N/AAll shares subject to TSXV Value Escrow
Employees under Employee Offering$3,000,0001,286,0604 months (as to all but for 12,859 common shares)36 months (as to 1,277,487 common shares); 18 months (as to 8,573 common shares)
Brokered Private Placement Investors$32,500,000 (2)11,145,864N/AN/A
Non-Brokered Private Placement Investors$7,000,000 (2)2,400,6454 months (as to 2,075,421 common shares)N/A
WISCO$60,877,653 (2)23,197,7684 months18 months
Minmetals$12,180,403 (2)4,641,4104 months18 months
Total115,558,05692,828,185
(1) Century NL has converted $4.0 million of existing debt into equity as part of a corporate reorganization completed prior to the Qualifying Transaction
(2) Prior to payment of applicable agents' fees or finders' fees, as discussed below

The Acquisition

The Acquisition was completed by way of the completion of the Amalgamation on May 18, 2011. On completion of the Amalgamation, all issued and outstanding common shares of Century Holdings were exchanged for common shares of the Company on the basis of the Exchange Ratio. In addition, outstanding compensation options and warrants issued by Century Holdings were exchanged for compensation options and warrants to purchase shares of the Company, as described further below under "Compensation Options and Finders' Fees and Warrants".

The WISCO Agreements

The WISCO Subscription Agreement

Pursuant to the WISCO Subscription Agreement, WISCO purchased 23,197,768 common shares of the Company at a price of $2.62429 per share, for an aggregate purchase price of $60,877,653. The WISCO Private Placement was completed immediately following completion of the Amalgamation. As a result of the completion of the WISCO Private Placement, WISCO is now the owner of 24.99% of the issued and outstanding common shares of the Company as calculated on a non-diluted basis. The purchase price paid by WISCO was calculated as 90% of the Offering Price, divided by the Exchange Ratio.

The WISCO Investment Agreement

As contemplated in the WISCO Subscription Agreement, WISCO and the Company entered into an investment agreement on May 6, 2011 (the "WISCO Investment Agreement"). Under the WISCO Investment Agreement, the Company has granted to WISCO, for as long as WISCO holds 10% or more of the issued and outstanding common shares of the Company, (i) certain pre-emptive share purchase rights, and (ii) the right to nominate directors of the Company in accordance with its proportionate interest in The Company. The WISCO Investment Agreement also provides for the lock-up of the shares acquired by WISCO pursuant to the WISCO Private Placement for a period of 18 months after completion of the Qualifying Transaction. Investors are referred to the Filing Statement for a full summary of the material terms of the WISCO Investment Agreement.

WISCO Shareholders Agreement

As contemplated in the WISCO Subscription Agreement, WISCO entered into a shareholders agreement dated May 6, 2011 with Century NL and the principals of Century NL (the "WISCO Shareholders' Agreement"). Investors are referred to the Filing Statement for a full summary of the material terms of the WISCO Shareholders Agreement.

WISCO Joint Venture Framework Agreement

Century Holdings entered into the WISCO JV Framework Agreement with WISCO on February 18, 2011 that sets forth certain principal agreements of Century Holdings and WISCO regarding the joint venture for the Duncan Lake, Attikamagen and Sunny Lake Properties, as originally contemplated under the WISCO Framework Agreement. Material terms of the WISCO JV Framework Agreement include the following:

  • the Company will enter into the joint venture agreement with WISCO;
  • the joint venture will be owned and operated by a new joint venture company which will be owned as to 60% by the Company and as to 40% by WISCO;
  • the Company will contribute Century Holdings' interests in the Duncan Lake, Attikamagen and Sunny Lake properties to the joint venture company in exchange for its 60% interest;
  • WISCO will contribute $120 million to the joint venture company for its 40% interest;
  • in the event that the joint venture achieves positive operating cash flow following commencement of commercial production, WISCO will receive a preferred distribution of $60 million which will be paid out of 50% of any positive operating cash flow realized by the joint venture company after commencement of commercial production;
  • the board of directors of the joint venture company will be comprised of five directors, of whom three will be nominees of the Company and two will be nominees of WISCO. The chairman of the board will be a Company nominee, while the chief executive officer and chief financial officer of the joint venture company will be nominated by WISCO subject to approval of the board; and
  • under off-take arrangements to be entered into, WISCO will be entitled to a right of first refusal to purchase up to 40% of the production attributable to the joint venture company at cost and will have a right of first refusal to purchase an additional 20% at market.

The Company plans to continue the negotiation and execution of the definitive joint venture agreement with WISCO, as contemplated in the WISCO Joint Venture Framework Agreement, now that the Qualifying Transaction has been completed.

The Minmetals Agreements

The Minmetals Subscription

Pursuant to the Minmetals Subscription Agreement, Minmetals purchased 4,641,410 common shares of the Company at a price of $2.62429 per share, for an aggregate purchase price of $12,180,403. The Minmetals Private Placement was completed immediately following completion of the Amalgamation. As a result of the completion of the Minmetals Private Placement, Minmetals is now the owner of 5.0% of the issued and outstanding common shares of the Company as calculated on a non-diluted basis. The purchase price paid by Minmetals was calculated as 90% of the Offering Price, divided by the Exchange Ratio.

The Minmetals Off-take Agreement

Pursuant to the terms of the Minmetals Subscription Agreement, Century Holdings and the Company have agreed that, at least 180 days prior to the anticipated date of commencement of commercial production, to negotiate in good faith and use commercially reasonable efforts to enter into a definitive off-take agreement (the "Minmetals Off-take Agreement") in favour of Minmetals in respect of iron ore produced from the Duncan Lake Property.

Material provisions of the Minmetals Subscription Agreement regarding the Minmetals Off-take (defined below) are summarized as follows:

  • upon completion of the Minmetals Private Placement and prior to the execution of the Minmetals Off-take Agreement, the provisions of the Minmetals Susbcription Agreement will constitute a binding agreement in respect of the Minmetals Off-take (as defined below);
  • Minmetals will have a right to purchase 10% of Canadian Century's interest in all iron ore produced from the Duncan Lake Property from the first shipment of product until the termination of production (the "Minmetals Off-take"); and
  • the purchase price for any product purchased by Minmetals under the Minmetals Off-take will be equal to the price at which product is sold to WISCO pursuant to the terms of the WISCO Joint Venture Framework Agreement, which price will be based on market price, provided that if such price is not applicable, then the price of the product will be agreed to by the parties and based on market price of iron ore of similar quantity and quality.

Subscription Receipt Offering

Prior to the completion of the Amalgamation, the Subscription Receipts issued by Century Holdings converted into an aggregate of 11,145,864 common shares of Century Holdings, which shares were exchanged for common shares of the Company upon completion of the Amalgamation. The gross proceeds of $32,500,000 from the Offering, after deduction of agents' fees and expenses, were released to Century holdings immediately prior to completion of the Amalgamation. Haywood Securities Inc. ("Haywood") and Canaccord Genuity Corp. acted as agents (together, the "Agents") in connection with the Brokered Private Placement, with Haywood acting as lead agent.

Non-Brokered Private Placement

The Company and Century Holdings completed the Non-Brokered Private Placement for gross proceeds of $7,000,000. The Non-Brokered Private Placement includes both a tranche that was completed prior to the Amalgamation and a tranche completed immediately following the completion of the Amalgamation. Shares issued by the Company following the completion of the Amalgamation are subject to a four month statutory hold period.

Compensation Options and Finders' Fees and Warrants

The Agents have been paid aggregate fees of $1,787,500 in connection with the Brokered Private Placement, based on 5.5% of the gross proceeds of the Brokered Private Placement, and have been issued compensation options to purchase 668,751 common shares of the Company, based on 6.0% of the shares sold in connection with the Brokered Private Placement (after adjustment for the Exchange Ratio). The compensation options were originally issued by Century Holdings and were exchanged for compensation options to purchase common shares of the Company in the Amalgamation. As a result of the Amalgamation, each compensation option entitles the holder to purchase one common share of the Company at an exercise price of $2.9159 per share for a period of 18 months following closing of the Qualifying Transaction.

In addition, the Company has paid finders' fees and issued warrants to purchase additional common shares of the Company to finders in connection with the completion of the Non-Brokered Private Placement. In aggregate, the Company paid $374,000 to finders, based on finders' fees of 5.5% of the gross proceeds of the Non-Brokered Private Placement, and issued warrants to purchase 139,924 common shares of the Company, based on 6.0% of the shares sold in connection with the Non-Brokered Private Placement (after adjustment for the Exchange Ratio). Each finder's warrant entitles the holder to purchase one common share of the Company at an exercise price of $2.9159 per share for a period of 18 months following closing of the Qualifying Transaction.

About the Company

The Company was named "Red Rock Capital Corp." prior to the completion of the Qualifying Transaction and was a Capital Pool Company within the meaning of the policies of the TSX Venture Exchange. The Company was originally listed on the Exchange as a Capital Pool Company on November 26, 2009.

About WISCO

WISCO is one of the major subsidiaries of Wuhan Iron & Steel (Group) Corporation ("WISCO Group"), headquartered in Wuhan the provincial capital of Hubei in the People's Republic of China. The WISCO Group is one of the "big-three" Chinese state-owned integrated iron and steel groups. In 2010, the WISCO Group had an annual output of 36 million tonnes of steel. The WISCO Group's portfolio of business activities includes mining, coking, sintering, iron making, steel making, rolling and associated utilities.

About Minmetals

Minmetals is an indirect wholly-owned subsidiary of China Minmetals Corporation ("China Minmetals"). Ranked number 331 on the Fortune Global 500, China Minmetals is a state-owned diversified metals and mining company based in Beijing, the People's Republic of China. China Minmetals is engaged in the production and trading of metals and minerals, including copper, aluminium, tungsten, tin, antimony, lead, zinc, iron and steel-related commodities. China Minmetals also engages in activities related to real estate development, finance, shipping and tendering. In 2009, China Minmetals had operations in 44 countries and revenue of approximately US$26.8 billion.

Except for statements of historical fact, all statements in this press release, including, but not limited to, statements regarding future plans, objectives and payments are forward-looking statements that involve various risks and uncertainties.

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the business plan of the Company, the WISCO Joint Venture Framework Agreement and the Minmetals Offtake Agreement. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risks set forth in the Filing Statement.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, the availability of funds, the timing and content of work programs, results of exploration activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimates, receipt and security of mineral property titles, receipt of licenses to conduct mining activities, project cost overruns or unanticipated costs and expenses, fluctuations in metal prices and general market and industry conditions.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

The TSX Venture Exchange has in no way passed on the merits of the proposed transaction and has neither approved or disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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