Red Rock Capital Corp.
TSX VENTURE : RRD.P

March 15, 2011 14:35 ET

Red Rock Announces Execution by Century Holdings of Off-Take Agreement With Subsidiary of Prosperity Mineral Holdings Limited

TORONTO, ONTARIO--(Marketwire - March 15, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Red Rock Capital Corp. (the "Company" or "Red Rock") (TSX VENTURE:RRD.P), a capital pool company, is pleased to announce that in connection with its proposed qualifying transaction (the "Qualifying Transaction") announced on November 18, 2010, Century Iron Ore Holdings Inc. ("Century Holdings") has entered into an off-take agreement (the "Off-take Agreement") with Prosperity Materials Macao Commercial Offshore Limited (the "Purchaser"), a subsidiary of Prosperity Minerals Holdings Limited ("Prosperity"). Prosperity is listed on the London AIM Exchange and is itself controlled by Prosperity International Holdings (H.K.) Limited, a company listed on the Hong Kong Stock Exchange ("HKSE"). Prosperity and Century Holdings share common significant shareholders. As such, the Off-take Agreement constitutes a connected party transaction under the listing rules of the London AIM Exchange and HKSE, and is subject to the compliance with such rules.

The Off-take Agreement is with respect to the Duncan Lake, Attikamagen and Sunny Lake projects (the "Projects"). Subject to certain conditions, the Off-take Agreement provides for the potential supply of one million metric tonnes of iron ore to the Purchaser over a three year period commencing 2011. However, there can be no assurance that commercial production of iron ore from the Projects will be achieved. Under the Off-take Agreement, the consignment of iron ore will be purchased at the prevailing market price in the region, and the Purchaser has agreed to make a prepayment of US$10 million ("Prepayment") to secure such potential supply of iron ore. The potential annual off-take to be allocated to the Purchaser will be capped at 50% of the remaining annual iron ore produced after Century Holdings has satisfied its supply obligations to WISCO International Resources Development & Investment Limited ("WISCO") and MinMetals Exploration & Development Co., Ltd. ("Minmetals"), as further described in the Company's news release dated February 25, 2011. Century Holdings can drawdown the Prepayment at any time on or after 14 March 2011. Century Holdings may be required to return the Prepayment if the Purchaser terminates the Off-take Agreement or assigns to a third party all or part of its rights thereunder, at any time on giving written notice to Century Holdings, and Century Holdings shall repay to the Purchaser any Prepayment that remains outstanding within 14 days of receipt of such written notice.

The Prepayment may be applied to the purchase price under the Off-take Agreement, but if no iron ore is delivered, Century Holdings must return the Prepayment to the Purchaser.

About Red Rock Capital Corp.

Red Rock Capital Corp., a Capital Pool Company within the meaning of the policies of the TSX Venture Exchange, was incorporated in British Columbia on July 10, 2007 and was listed on the TSX Venture Exchange on November 26, 2009. The Company does not have any operations and has no assets other than cash. The Company's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction.

About Prosperity

Prosperity Minerals Holdings Limited is listed on the London AIM Exchange (AIM:PMHL.L).

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.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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.

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 Century Holdings and the Qualifying Transaction. 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 following risks:

  • there is no assurance that commercial production of iron ore contemplated under the Off-take Agreement will be achieved, or that Century Holdings will receive any economic benefit of the Prepayment by the Purchaser to secure such potential supply of iron ore;
  • there is no assurance that WISCO and MinMetals will obtain all government approvals required under PRC law that are required to enable them to proceed with their investments in Red Rock;
  • there is no assurance that all financings referred to the Company's February 25, 2011 news release will complete or that the subscription receipts issued by Century Holdings to date will convert;
  • there is no assurance that the approval of the TSX Venture Exchange to the completion of the Qualifying Transaction will be obtained. Further, approval of the TSX Venture Exchange may be conditional upon amendments to the transactions disclosed in the Company's February 25, 2011 news release;
  • there is no assurance that the definitive agreements contemplated in the WISCO and MinMetals framework agreements will be concluded; and
  • there is no assurance that Red Rock will subsequently be listed on the TSX in the event that the Qualifying Transaction completes.

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 operation 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.

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.

Contact Information

  • Red Rock Capital Corp.
    Harvey McKenzie
    President, Chief Executive Officer and Director
    (416) 400-8003