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, it has entered into the following definitive agreements:
-- a definitive acquisition agreement dated February 17, 2011 (the
"Acquisition Agreement") with Red Rock Acquisition Corp. ("Red Rock
Subco"), a wholly-owned subsidiary of Red Rock, Century Iron Ore
Corporation ("Century NL") and Century Iron Ore Holdings Inc. ("Century
Holdings"), a wholly-owned subsidiary of Century NL. The Acquisition
Agreement contemplates that Red Rock will acquire Century Holdings (the
"Acquisition") by way of an amalgamation to be completed between Red
Rock Subco and Century Holdings (the "Amalgamation"); and
-- an amended and restated subscription agreement dated February 21, 2011
(the "WISCO Subscription Agreement") among WISCO International Resources
Development & Investment Limited ("WISCO"), Red Rock and Century
Holdings. The Subscription Agreement contemplates that WISCO will
subscribe for and purchase common shares of Red Rock (the "WISCO
Subscription") such that WISCO will own 24.99% of the common shares of
Red Rock after completion of the Qualifying Transaction, as calculated
on a non-diluted basis, subject to an 18 month lock-up.
In addition, Red Rock announces that Century Holdings has entered into a
framework agreement dated February 21, 2011 (the "MinMetals Framework
Agreement") with MinMetals Exploration & Development Co., Ltd. ("MinMetals").
The MinMetals Framework Agreement contemplates that MinMetals will subscribe for
and purchase common shares of Century Holdings (the "MinMetals Subscription")
that will result in MinMetals owning 5.0% of the common shares of Red Rock
outstanding upon completion of the Qualifying Transaction, as calculated on a
non-diluted basis, subject to an 18 month lock-up.
Execution of the Acquisition Agreement follows execution of the letter of intent
dated November 18, 2010 between Red Rock, Red Rock Subco, Century NL and Century
Holdings. Execution of the WISCO Subscription Agreement follows execution of the
framework agreement dated January 13, 2011 between WISCO and Century Holdings
(the "WISCO Framework Agreement"). Century Holdings and WISCO have entered into
a further framework agreement regarding the joint venture contemplated in the
WISCO Framework Agreement, as described below under "The WISCO Transaction -
WISCO Joint Venture Framework Agreement."
Transaction Overview
The Acquisition Agreement and the WISCO Subscription Agreement contemplate that
the Qualifying Transaction will be completed on the following basis:
-- Century Holdings will complete a private placement offering (the
"Offering") of subscription receipts (the "Subscription Receipts") on a
brokered and a non-brokered basis for estimated gross aggregate proceeds
of approximately $37.5 million;
-- Century Holdings will complete the MinMetals Subscription for gross
proceeds of approximately $12.05 million (based on an Offering amount of
$37.5 million);
-- the current outstanding common shares of Red Rock will be consolidated
on the basis of one post-consolidation share for each outstanding ten
common shares of Red Rock immediately prior to the Amalgamation (the
"Consolidation");
-- Red Rock will change its name to "Century Iron Mines Corp." immediately
prior to the Amalgamation.
-- the Subscription Receipts will convert into common shares of Century
Holdings immediately prior to the Amalgamation upon satisfaction of
certain escrow release conditions granted in favour of the Subscription
Receipt investors;
-- Red Rock Subco and Century Holdings will amalgamate, with the
amalgamated company becoming a wholly owned subsidiary of Red Rock
following the Amalgamation;
-- shareholders of Century Holdings will be issued common shares of Red
Rock on the basis of 0.857357 common shares of Red Rock for each common
share of Century Holdings held upon completion of the Amalgamation;
-- immediately following the Amalgamation and as part of the Qualifying
Transaction, WISCO will purchase common shares of Red Rock such that
WISCO will own 24.99% of the issued and outstanding common shares of Red
Rock, as calculated on a non-diluted basis. The subscription price to be
paid by WISCO will be calculated based on the actual number of shares of
Red Rock outstanding after completion of the Amalgamation. The
subscription price will be approximately $60.24 million if the Offering
is completed in the amount of $37.5 million and the MinMetals
Subscription is completed;
-- Red Rock and WISCO will execute an investment agreement (the "Investment
Agreement") on or before the closing of the WISCO Subscription to which
(i) WISCO will be granted certain pre-emptive share purchase rights to
enable it to retain its percentage ownership in Red Rock, (ii) WISCO
will be granted the right to nominate a number of directors of Red Rock
determined based upon its proportionate interest in the company, and
(iii) WISCO will agree to the lock-up of its shares for a period of 18
months following the completion of the Qualifying Transaction; and
-- WISCO will enter into a shareholders agreement with Century NL and
certain principal shareholders of Century NL (the "Shareholders
Agreement") or before the closing of the WISCO Subscription which will
provide for, among other things, certain restrictions on the transfer of
common shares of Red Rock held by Century NL and on the common shares of
Century NL held by the principals of Century NL for a period of three
years and mutual rights of first refusal among the parties.
The Acquisition Agreement
The Acquisition Agreement contemplates that the Acquisition will be completed by
way of the completion of the Amalgamation. On completion of the Amalgamation,
the issued and outstanding common shares of Century Holdings will be exchanged
for common shares of Red Rock on the basis of 0.857375 post-consolidation common
shares of Red Rock for each share of Century Holdings. The exchange ratio was
calculated based on a "pre-money" valuation of Century Holdings of approximately
$150 million and an agreed to valuation of Red Rock at $800,000.
The completion of the Acquisition will be subject to satisfaction or waiver of
the conditions to closing provided in the Acquisition Agreement, which
conditions include the following conditions in addition to customary conditions
to closing:
-- the completion by Century NL of a corporate reorganization Century
Holdings (the "Reorganization"), which reorganization will include:
-- the conversion of not less than $4.0 million of existing debt owed
by Century Holdings to Century NL into common equity of Century
Holdings;
-- the issuance of up to 1,500,000 common shares of Century Holdings at
a price of not less than $2.00 per share to eligible directors,
officers, employees and consultants of Century Holdings (the
"Employee Offering");
-- the completion of the Offering and release of proceeds to Century
Holdings in an amount not less than $5 million;
-- the listing of Red Rock upon completion of the Qualifying Transaction on
either:
-- the TSXV, as a Tier 1 issuer; or
-- the TSX.
It is anticipated that there will be 74,680,000 common shares of Century
Holdings outstanding immediately prior to the completion of the Amalgamation,
exclusive of any common shares issued in connection with the MinMetals
Subscription and presuming that (i) Century NL will own 58,180,000 common shares
upon completion of the Reorganization, (i) 15,000,000 Subscription Receipts are
issued in connection with the Offering for gross proceeds of $37.5 million, and
(ii) 1,500,000 common shares are issued in connection with the Employee
Offering. Accordingly, it is anticipated that approximately 64.0 million common
shares of Red Rock will be issued in order to complete the Amalgamation. These
shares will be in addition to the 274,360 common shares of Red Rock that are
anticipated to be outstanding upon completion of the Consolidation. The number
of common shares of Red Rock ultimately to be issued will be dependent upon the
final size of the Offering and the number of Subscription Receipts converted
into common shares of Century Holdings prior to closing. In addition,
outstanding warrants of Century Holdings will be converted warrants to purchase
shares of Red Rock upon completion of the Amalgamation based upon the agreed
upon exchange ratio.
The Acquisition is anticipated to complete five business days following the
later of (i) receipt of conditional approval of the TSXV to completion of the
Qualifying Transaction, and (ii) satisfaction or waiver of the conditions to
closing under the WISCO Subscription, as discussed below under "The WISCO
Transaction".
The WISCO Transaction
The WISCO Subscription Agreement
The WISCO Subscription Agreement provides that WISCO will purchase a number of
common shares of Red Rock that will result in WISCO owning 24.99% of the common
shares of Red Rock, as calculated on a non-diluted basis, upon completion of the
Qualifying Transaction. The WISCO Subscription will complete immediately
following the Amalgamation and will be part of the Qualifying Transaction.
It is anticipated that WISCO will pay a purchase price of $2.62429 for each
common share of Red Rock. This purchase price is calculated as 90% of the
offering price of $2.50 per Subscription Receipt, divided by the exchange ratio
of 0.857375 in order to reflect that WISCO will be purchasing shares of Red
Rock. The purchase price per share will be subject to adjustment in the event
that the offering price for the Subscription Receipts changes with the consent
of WISCO. Presuming that (i) Century NL will own 58,180,000 common shares upon
completion of the Reorganization, (ii) 15,000,000 Subscription Receipts are
issued in connection with the Offering for gross proceeds of $37.5 million,
(iii) 1,500,000 common shares are issued in connection with the Employee
Offering, and (iv) the MinMetals Subscription is completed, WISCO will purchase
an aggregate of approximately 22.95 million common shares of Red Rock for an
aggregate purchase price of approximately $60.24 million. The actual number of
shares purchased by WISCO and the aggregate purchase price to be paid will each
be subject to adjustment based on the final number of issued and outstanding
common shares of Red Rock outstanding upon completion of the Amalgamation. The
subscription price to be paid by WISCO will not exceed $60.88 million in any
event under the terms of the WISCO Subscription Agreement.
The obligation of WISCO to complete the WISCO Subscription will be subject to
satisfaction or waiver of the conditions to closing set forth in the WISCO
Subscription Agreement, which conditions include the following conditions in
addition to other customary conditions to closing:
-- completion of confirmatory due diligence by WISCO by February 28, 2011
(with WISCO having the right to terminate the WISCO Subscription
Agreement by such date in the event that WISCO becomes aware of material
facts or change that (i) are not known by WISCO as at the date of the
WISCO Subscription Agreement, (ii) such facts or changes are material
and adverse to Red Rock, Century Holdings or the Duncan Lake Property,
the Attikamagen Property or the Sunny Lake Property, and (iii) such
facts or changes would mean or result in a significant impairment to the
value of WISCO's investment in Red Rock);
-- Red Rock obtaining the conditional approval of the TSX Venture Exchange
(the "TSXV" or the "Exchange") to the Qualifying Transaction and the
WISCO Subscription Agreement;
-- Red Rock, Century Holdings and WISCO obtaining any government approvals
or clearance as may be required in Canada in connection with the
Qualifying Transaction and the WISCO Subscription;
-- WISCO obtaining all necessary approvals of governmental authorities or
stock exchanges, or as otherwise may be necessary in connection with
WISCO Subscription by appropriate authorities in the PRC;
-- the completion of the Amalgamation and the Qualifying Transaction, other
than to the extent that the WISCO Subscription forms part of the
Qualifying Transaction;
-- execution of an investment agreement between Red Rock and WISCO, as
described in further detail below under "Investment Agreement"; and
-- execution of a shareholders agreement among Century NL, WISCO and
certain principal shareholders of Century NL, as described in further
detail below under "Century NL Shareholders Agreement".
Finders' fees will be paid and finders' warrants will be issued in connection
with the WISCO Subscription, which fees and warrants will not exceed, on a
percentage basis, the fees and warrants to be issued to the agents in respect of
the Brokered Private Placement.
The Investment Agreement
The WISCO Subscription Agreement contemplates that WISCO and Red Rock will enter
into an investment agreement (the "Investment Agreement") on closing of the
WISCO Subscription. Under the Investment Agreement, Red Rock will grant WISCO,
for as long as WISCO holds 10% or more of the issued and outstanding shares of
Red Rock, certain pre-emptive share purchase rights and the right to nominate
directors of Red Rock in accordance with its proportionate interest in Red Rock
(the "WISCO Nominees"). The Investment Agreement will also provide for the
lock-up of shares of Red Rock acquired by WISCO pursuant to the WISCO
Subscription for a period of 18 months after completion of the Qualifying
Transaction.
It is anticipated that WISCO will have two WISCO Nominees appointed to the board
of directors of Red Rock upon closing, based on an anticipated board of ten
directors at that time.
Century NL Shareholders Agreement
The WISCO Subscription Agreement contemplates that WISCO will enter into a
shareholders agreement (the "Shareholders Agreement") with Century NL and the
principals of Century NL (the "Century Principals"). The Shareholders Agreement
will address the following matters, among other matters that the parties deem
appropriate:
-- agreement by Century NL and the Century Principals to vote their shares
of Red Rock in favour of the election of the WISCO Nominees to Red
Rock's board of directors;
-- agreement of the parties to consult on various fundamental issues that
are put to the shareholders of Red Rock for their approval;
-- contractual limitations on transfer of shares of Red Rock owned by
Century NL and the shares of Century NL owned by the Century Principals
for a period of three years following the completion of the Qualifying
Transaction; and
-- mutual rights of first refusal.
WISCO Joint Venture Framework Agreement
Century Holdings entered into a further framework agreement with WISCO on
February 18, 2011 (the "WISCO JV Framework Agreement") 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:
-- Red Rock, as resulting issuer following the completion of the Qualifying
Transaction, 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 Red Rock and as to 40% by
WISCO;
-- Red Rock 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
5 directors, of whom 3 will be nominees of Red Rock and 2 will be
nominees of WISCO. The chairman of the board will be a Red Rock 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.
Century Holdings and WISCO have agreed to use best efforts to execute a
definitive joint venture agreement including the above terms by March 31, 2011.
The MinMetals Transaction
The MinMetals Framework Agreement
Century Holdings entered into the MinMetals Framework Agreement with MinMetals
on February 21, 2011. The MinMetals Framework Agreement contemplates the
MinMetals Subcription, as further described below. The MinMetals Framework
Agreement also provides that:
-- the parties will negotiate in respect of granting MinMetals a first
right to purchase up to 10% of Century Holdings' share of the total
production from the Duncan lake property, with a selling price at market
on the same terms as offered to WISCO; and
-- should Century Holdings discover any new iron-mine resources beyond the
Duncan Lake, Attikamagen and Sunny Lake properties, MinMetals would
enjoy the development and equity investment option rights with the
actual proportion of interest and valuation to be further negotiated and
agreed in due course.
The parties have agreed to diligently and in good faith negotiate one or more
definitive agreements to give effect to the terms agreed to in the MinMetals
Framework Agreement. The obligations of the parties under the MinMetals
Framework Agreement are subject to satisfaction of conditions precedent in
favour of each party and the MinMetals Framework Agreement will terminate if
these conditions precedent have not been satisfied within 180 days of February
21, 2011.
The MinMetals Subscription
The MinMetals Framework Agreement contemplates that MinMetals will purchase a
number of common shares of Century Holdings that will result in MinMetals owning
5.0% of the common shares of Red Rock, as calculated on a non-diluted basis,
upon completion of the Qualifying Transaction. The MinMetals Subscription is
anticipated to complete prior to the completion of the Amalgamation. MinMetals
will pay a subscription price for common shares of Century Holdings equal to
$2.25 per share, being 90% of the Offering Price. It is anticipated that
MinMet's aggregate subscription price will equal $12.05 million (based on an
Offering amount of $37.5 million). MinMetals will agree to a lock-up on its
shares for the eighteen month period following closing of the Qualifying
Transaction and to any escrow imposed by the TSX Venture Exchange.
Presuming that (i) Century NL will own 58,180,000 common shares upon completion
of the Reorganization, (ii) 15,000,000 Subscription Receipts are issued in
connection with the Offering for gross proceeds of $37.5 million, and (iii)
1,500,000 common shares are issued in connection with the Employee Offering, and
(iv) the WISCO Subscription is completed, MinMetals will hold an aggregate of
approximately 4.59 million common shares of Red Rock upon closing of the
Qualifying Transaction. The actual number of shares purchased by MinMetals and
the aggregate purchase price to be paid will each be subject to adjustment based
on the final number of issued and outstanding common shares of Red Rock
outstanding upon completion of the Amalgamation.
Subscription Receipt Offering
Prior to the completion of the Acquisition, Century Holdings will complete a
private placement of Subscription Receipts at a price of $2.50 per Subscription
Receipt. Each Subscription Receipt will convert into one common share of Century
Holdings upon satisfaction of certain escrow release conditions. The Offering
will consist of a brokered private placement for gross proceeds in the amount of
up to $32.5 million (the "Brokered Private Placement") and a non-brokered
private placement for gross proceeds of approximately $5.0 million (the
"Non-Brokered Private Placement") for aggregate gross proceeds of approximately
$37.5 million. Haywood Securities Inc. ("Haywood") and Canaccord Genuity Corp.
will act as agents (together, the "Agents") in connection with the Brokered
Private Placement, with Haywood acting as lead agent.
The proceeds from the Brokered Private Placement will be deposited in escrow
(the "Escrowed Funds") upon closing of the Offering and will be held pending
satisfaction of certain escrow release conditions pursuant to the terms of a
subscription receipt agreement to be entered into between Century Holdings, the
Agents, and an escrow agent (the "Escrow Agent"). Century Holdings will have a
period of 75 days from the closing of the Offering to satisfy the escrow release
conditions. The escrow release conditions for the Brokered Private Placement
will include, among other things, (i) conditional approval of the TSXV to the
completion of the Qualifying Transaction, and (ii) delivery of a closing notice
from WISCO under the WISCO Subscription Agreement to the Company confirming that
the conditions precedent to the closing of the WISCO Subscription have been
satisfied.
The proceeds from the Non-Brokered Private Placement will be also deposited with
the Escrow Agreement. The escrow release conditions for the Non-Brokered Private
Placement will include conditional approval of the Exchange to the Qualifying
Transaction, but will not include delivery of the closing notice from WISCO.
The Agents will receive a fee equal to 5.5% of the gross proceeds of the
Brokered Private Placement and will receive share purchase warrants to purchase
6.0% of the shares sold in connection with the Brokered Private Placement, which
will be exercisable for a period of 18 months following closing at the Offering
Price, each subject to conversion of the Subscription Receipts. Finders' fees
will also be payable and finders' warrants will be issuable in connection with
the sale of Subscription Receipts pursuant to the Non-Brokered Private
Placement, provided that such fees and warrants will not exceed those paid and
issued, respectively, on a percentage basis, pursuant to the Brokered Private
Placement. The Agents' warrants and finders' warrants will convert into warrants
to purchase shares of Red Rock upon completion of the Amalgamation.
It is anticipated that the Offering will complete in on or about March 9, 2011,
subject to receipt of approval from the TSX Venture Exchange. Conversion of the
Subscription Receipts into common shares will take place immediately prior to
the Amalgamation provided that the escrow conditions are satisfied within 75
days of the closing of the Offering.
Post-Qualifying Transaction Capitalization
Based on the assumptions presented above, the capitalization structure of Red
Rock following completion of the Qualifying Transaction will be as follows:
----------------------------------------------------------------------------
Gross Proceeds Number of
Shareholders Raised Shares
----------------------------------------------------------------------------
Existing Red Rock Shareholders N/A 274,360
----------------------------------------------------------------------------
Century NL (1) 49,882,078
----------------------------------------------------------------------------
Employees under Employee Offering $3,000,000 1,286,062
----------------------------------------------------------------------------
Brokered Private Placement Investors $32,500,000 (2) 11,145,875
----------------------------------------------------------------------------
Non-Brokered Private Placement
Investors $5,000,000 (2) 1,714,750
----------------------------------------------------------------------------
WISCO $60,235,000 (2) 22,952,937
----------------------------------------------------------------------------
MinMet $12,052,000 (2) 4,592,424
----------------------------------------------------------------------------
Total 112,787,000 91,848,486
----------------------------------------------------------------------------
(1)Century NL will convert $4.0 of existing debt into equity as part of the
Reorganization
(2)Prior to payment of applicable Agents' fees or finders' fees, as
discussed above
About Red Rock Capital Corp.
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.
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 one of the major subsidiaries 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.
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 Consolidation, the Name Change,
and the completion or termination thereof), the Offering, the WISCO
Subscription, the MinMet Subscription and the directors and management of the
resulting issuer upon completion of 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 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 as to the actual amounts of the proceeds to be
raised in connection with the Subscription Receipt offering or as to the
offering price to be realized. In particular, the amount raised may be
significantly less than the amounts indicated if investors are not
prepared to invest. Further, changes in market conditions could result
in adjustments to the offering price for the Subscription Receipts;
-- 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;
-- 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.
(TSXV:RRD.P)
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