Red Rock Capital Corp.
TSX VENTURE : RRD.P

March 10, 2011 08:00 ET

Red Rock Capital Corp. Announces Closing of $32.5 Million Offering of Subscription Receipts by Century Iron Ore Holdings Inc.

TORONTO, ONTARIO--(Marketwire - March 10, 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 Century Iron Ore Holdings Inc. ("Century Holdings"), an iron ore exploration company incorporated under the Business Corporations Act (British Columbia) with which the Company intends to complete its proposed Qualifying Transaction, as defined in the policies of the TSX Venture Exchange (the "TSXV" or the "Exchange"), has closed its private placement offering (the "Offering") of 13,000,000 subscription receipts (the "Subscription Receipts") at a price of $2.50 per Subscription Receipt (the "Offering Price") for gross proceeds of $32,500,000. Haywood Securities Inc. ("Haywood") and Canaccord Genuity Corp. acted as agents (together, the "Agents") in connection with the Offering, with Haywood acting as lead agent.

"The closing of the Offering represents an important milestone in the completion of our Qualifying Transaction," stated Ricky Chan, a director of Red Rock. "The completion of the Offering demonstrates investor confidence in Century Holdings and our strategic plan to advance and fund our Duncan Lake, Attikamagen and Sunny Lake properties," remarked Sandy Chim, President of Century Holdings.

Completion of the Offering follows the execution of the following agreements, as described in Red Rock's news release dated February 25, 2011:

  1. the acquisition agreement dated February 17, 2011 among Red Rock, Red Rock Acquisition Corp., a wholly-owned subsidiary of Red Rock ("Red Rock Subco"), Century Holdings, and Century Iron Ore Corporation in respect of the proposed acquisition (the "Acquisition") of Century Holdings through the amalgamation (the "Amalgamation") of Century Holdings with Red Rock Subco;

  2. the amended and restated subscription agreement among WISCO International Resources Development & Investment Limited ("WISCO"), Red Rock and Century Holdings dated February 21, 2011 in respect of the anticipated subscription for Red Rock shares by WISCO (the "WISCO Subscription") upon completion of the Amalgamation that will equal 24.99% of the common shares of Red Rock outstanding upon completion of the Amalgamation, on a non-diluted basis; and

  3. the framework agreement dated February 21, 2011 between MinMetals Exploration & Development Co., Ltd. ("MinMetals") and Century Holdings in respect of the subscription for a number of common shares of Century Holdings by MinMetals prior to the completion of the Amalgamation that will equal 5% of the common shares of Red Rock outstanding upon completion of the Amalgamation, on a non-diluted basis.

McMillan LLP acts as counsel to Red Rock in connection with the Qualifying Transaction. Century Holdings was represented by Stikeman Elliott LLP and the Agents were represented by Blake, Cassels and Graydon LLP in connection with the Offering. Robinson Shapiro Sheppard LLP acted as special Quebec counsel to Century Holdings.

Terms of the Subscription Receipts

The gross proceeds of the Offering have been deposited into escrow (the "Escrowed Funds") with Equity Financial Trust Company, subscription receipt agent in connection with the Offering (the "Escrow Agent"), pursuant to the terms of a subscription receipt agreement dated March 9, 2011 between Century Holdings, Haywood, on behalf of the Agents, and the Escrow Agent. The Escrowed Funds will be held in escrow pending satisfaction of escrow release conditions that include:

  1. conditional approval of the TSXV to the completion of the Qualifying Transaction;

  2. delivery of a notice by the Company confirming that the conditions precedent to the WISCO Subscription have been satisfied and WISCO is prepared to complete the WISCO Subscription; and

  3. satisfaction of all conditions precedent to the Amalgamation to be completed in connection with the Qualifying Transaction.

Each Subscription Receipt will convert, without payment of any additional consideration, into one common share in the capital of Century Holdings immediately prior to the completion of the Amalgamation. These common shares will subsequently be exchanged for common shares of Red Rock on the basis of 0.857357 common shares of Red Rock for each common share of Century Holdings (the "Exchange Ratio") held upon completion of the Amalgamation. 

The Escrowed Funds will be released to Century Holdings, net of Offering expenses and commissions, immediately prior to the completion of the Amalgamation, upon satisfaction of the escrow release conditions and concurrently with the conversion of the Subscription Receipts. If the escrow release conditions are not satisfied by May 23, 2011, being the date that is 75 days following closing of the Offering, then the Escrowed Funds, plus any accrued interest earned thereon, will be returned pro rata to each holder of Subscription Receipts and the Subscription Receipts will be cancelled.

Upon completion of the Amalgamation, the net proceeds of the Offering will be used by Red Rock, as the resulting issuer, to (i) fund the exploration programs of Century Holdings, (ii) pay for expenses associated with the completion of the Qualifying Transaction, (iii) repay a principal shareholder for amounts advanced to Century Holdings to enable Century Holdings to acquire a 51% interest in the Duncan Lake property, (iv) repay Century Iron Ore Corporation for funds advanced by it to Century Holdings, and (v) for general working capital and corporate purposes of Century Holdings.

Closing of the Qualifying Transaction

The Company continues to work towards the closing of the Qualifying Transaction and understands that WISCO has commenced the process to obtain requisite PRC approvals. The Company anticipates receipt of requisite approvals and satisfaction of the escrow release conditions and conversion of the Subscription Receipts by May 23, 2011.

About Red Rock Capital Corp.

Red Rock Capital Corp., a Capital Pool Company within the meaning of the policies of the TSXV, was incorporated under the Canada Business Corporations Act on July 10, 2007 and was listed on the 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.

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, the Acquisition (including the structure of the Acquisition), the Qualifying Transaction (including TSX Venture Exchange approval), the Offering, and the WISCO Subscription. 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 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 and Century Holdings, respectively;
  • 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 herein; and
  • there is no assurance that the definitive agreement contemplated in the MinMetals framework agreement will be concluded.

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