WISCO International Resources Development & Investment Limited Announces Acquisition of 23,197,768 Common Shares of Century Iron Mines Corporation

TORONTO, May 19, 2011 /CNW/ - WISCO International Resources Development & Investment Limited (the "Offeror") announced that on May 18, 2011, it has acquired 23,197,768 common shares (the "Shares") of Century Iron Mines Corporation (formerly Red Rock Capital Corp.) (the "Company"), constituting approximately 24.99% of the issued and outstanding shares of the Company.

The Shares were acquired by way of private placement for an aggregate price of $60,877,653, or $2.62429 per Share. The Company is a capital pool company under the policies of the TSX Venture Exchange (the "TSXV") and the Offeror acquired the Shares in connection with the completion of the Company's qualifying transaction (the "Qualifying Transaction") approved by the TSXV.  The Qualifying Transaction closed on May 18, 2011. The Shares were acquired for investment purposes.  The Offeror may increase or decrease its beneficial ownership of the Company's securities depending on future economic or market conditions.

In relation to the subscription for the Shares, the Offeror entered into an investment agreement (the "Investment Agreement") with the Company whereby the Offeror is entitled, so long as it holds 10% or more of the issued and outstanding common shares of the Company, to nominate directors to the Board of the Company in proportion to its shareholding. In addition, the Offeror has a pre-emptive right to subscribe for, at the same or equivalent cash subscription price, any Equity Securities that the Company proposes to issue, up to that number of offered securities as will enable the Offeror, upon completion of the issuance, to maintain its then current proportionate interest in the Company, on a non-diluted basis.  This pre-emptive right will terminate if the number of common shares of the Company held by the Offeror (as calculated on a non-diluted basis) falls below 10% for a continuous period of ten Business Days.  The Shares are also under an 18-month lock-up under the Investment Agreement.

In relation to the subscription for the Shares, the Offeror entered into a shareholders' agreement (the "Shareholders' Agreement") with Century Iron Ore Corporation, Mr. David (Ben Koon) Wong, Mr. Sandy Chim, Mr. Hua Bai and Mr. Patrick Li (collectively, the "Principal Shareholders"), whereby the Principal Shareholders have agreed to vote their shares in the Company (subject to their fiduciary duties) to give effect to the rights granted to the Offeror under the Shareholders' Agreement and the Investment Agreement and to consult with the Offeror on various fundamental issues pertaining to the Company.  The Principal Shareholders have also agreed to certain restrictions on transfer with respect to their ownership of the common shares of the Company, which restrictions apply for an initial 3-year lock-up period, after which there will be a staggered release from the lock-up agreements based on achievement of certain milestones relating to the Duncan Lake, Attikamagen and Sunny Lake projects, including completion of a bankable feasibility study, commencement of construction and completion of construction of a mine on any of the properties.  In addition, the Shareholders' Agreement contains mutual rights of first refusal which will apply with respect to the Principal Shareholders until such time as their ownership interest in the Company is less than 20% and will apply with respect to the Offeror until such time as its ownership interest in the Company is less than 15%.  The Shareholders' Agreement will terminate on the date that is ten years from the date of closing of the Acquisition.

A copy of the Early Warning Report has been filed with applicable securities commissions and can be found at www.sedar.com

WISCO International Resources Development & Investment Limited
Units 3708-11 37/F Tower 1
Lippo Centre
89 Queensway
Hong Kong SAR, China

The TSX-V has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

SOURCE WISCO International Resources Development

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WISCO International Resources Development & Investment Limited

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