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

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:




i.   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; 
    
ii.  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 
    
iii. 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: 




i.   conditional approval of the TSXV to the completion of the Qualifying
     Transaction; 
    
ii.  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 
    
iii. 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.
(TSXV:RRD.P)
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