Red Rock Capital Corp.
TSX VENTURE : RRD.P

January 11, 2011 20:18 ET

Red Rock Capital Corp. Announces Results of Special Shareholder Meeting

TORONTO, ONTARIO--(Marketwire - Jan. 11, 2011) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Red Rock Capital Corp. ("Red Rock" or the "Company") (TSX VENTURE:RRD.P) is pleased to announce the results of its special meeting of shareholders held on January 6, 2011 (the "Meeting"). At the Meeting, in connection with the Company's proposed qualifying transaction (the "Qualifying Transaction") involving Century Iron Ore Holdings Inc. ("Century Holdings"), shareholders approved a change of name to "Century Iron Mines Corporation", an increase in the size of the board from four to eight members and the election of certain additional directors, namely, Sandy Chim, Siu Ming (Patrick) Li, Ben Koon (David) Wong, and Hua Bai, who will be appointed to the board upon completion of the proposed Qualifying Transaction, subject to the approval of the TSX Venture Exchange (the "Exchange" or the "TSXV"). Shareholders also approved a consolidation of the Company's common shares which consolidation is expected to occur immediately prior to the completion of the proposed Qualifying Transaction at a consolidation ratio of one common share for each existing ten shares. Shareholders also approved the creation of a new class of preferred shares without par value and without maximum authorized number, issuable in series on such terms as may be determined by the Company's board of directors for each series, and a change of auditor to PricewaterhouseCoopers LLP to be effective following completion of the Qualifying Transaction.

About Red Rock

Red Rock Capital Corp., a Capital Pool Company within the meaning of the policies of the Exchange, was incorporated in British Columbia 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 in accordance with the policies of the TSXV.

On November 18, 2010, Red Rock announced that it had entered into a letter of intent with Century Iron Ore Corporation, a private company and the owner of all of the issued and outstanding shares of Century Holdings, to acquire all of the issued and outstanding shares of Century Holdings. Century Holdings is a private mineral exploration company incorporated under the laws of British Columbia and the indirect owner of the following material mineral exploration properties (collectively, the "Properties"):

  • Duncan Lake (currently a 51% interest and an option to increase to a 65% interest under an option and joint venture agreement with Augyva Mining Resources Inc. (TSXV),
  • Attikamagen (up to a 60% interest under an option and joint venture agreement with Champion Minerals Inc. (TSX), and
  • Sunny Lake (100% owned by Century Holdings).

All of the Properties are located in the Provinces of Quebec and Newfoundland and Labrador and are held indirectly by Century Holdings through intermediate Canadian-incorporated subsidiaries. 

It is anticipated that the proposed Qualifying Transaction will be completed by way of a "three-cornered amalgamation" whereby a wholly-owned subsidiary of Red Rock incorporated under the laws of British Columbia will amalgamate with Century Holdings (the "Amalgamation"). Red Rock will issue common shares to the pre-Amalgamation shareholders of Century Holdings upon completion of the Amalgamation. 

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 proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 management information circular or filing statement to be prepared in connection with the proposed Qualifying 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.

CAUTIONARY STATEMENT ON 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 proposed Qualifying Transaction, the Amalgamation, the business objectives of Century Holdings and the directors and management of the resulting issuer upon completion of the 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: risks associated with the completion of the transaction and matters relating thereto and the risks associated with the marketing and sale of securities, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors with certain other projects, and the volatility of the Company's common share price and volume. 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.

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.

Contact Information

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