Red Rock Resources Regulatory News (RRR)

Red Rock Resources Plc

("Red Rock" or the "Company")

Proposed Sale of Interest in NAMA Greenland Ltd.

28 November 2012

Red Rock Resources plc ("Red Rock" or the "Company) is pleased to report that it has received an offer (subject to due diligence and contract, and any necessary Red Rock shareholder consent) from International Media Projects Ltd. ("IMP"), a private British Virgin Island based company, on behalf of its industrial partner ("the Investor"), to acquire 51% of the outstanding share capital ("the Offer") of NAMA Greenland Ltd. ("NGL"), which holds direct ownership of the Melville Bugt Iron Ore project ("the Project") in Greenland.

The total consideration of the Offer is a $17.75M USD cash payment, and is being made on the same terms to Red Rock and all shareholders of NGL, so that on completion, the Investor would directly and indirectly own a 51% interest in the shares of NGL.

The Investor also agrees to carry the first $2M USD of further capital required by NGL for completion of the proposed 2013 work programme, after which shareholders in NGL may elect to finance additional work pro rata to their shareholdings. A mine mouth royalty of 2% of the value of the ore produced will be payable to the selling shareholders pro rata to their acceptance of the Offer. Further, a commission of 5% of consideration received under the Offer will be payable by accepting shareholders to IMP.

The Offer letter which was accepted by Red Rock on 27 November 2012, defines the main contractual terms. The law firm representing the Investor has provided a letter stating that the Investor has the financial capacity and expertise to fund the Offer and develop the Project.

A condition precedent of the Offer requires that Red Rock exercises the option ("Option") (as announced by Red Rock on 6 January 2012 and originally on dated 3 March 2011) upon completion of the Project's 2012 exploration programme and the announcement of a mineral resource estimate, for the Company to be issued an additional 35% of NGL to bring its total holding to 60%. This mineral resource estimate is currently being finalized by SRK Consulting UK, and is estimated to be delivered by the end of December 2012.

Under the terms of the Offer, it is proposed that shareholders of NGL transfer such amount of their interest in NGL so as to provide the Investor with a 51% interest in NGL. Depending on acceptance levels by its fellow shareholders in NGL, Red Rock will transfer a minimum of 31% or a maximum of 46% of its shareholding in NGL to the Investor. Should other shareholders of NGL chose not to accept the Offer, the consideration receivable by Red Rock will increase and Red Rock shareholder consent will be required for Red Rock to accept the Offer.

Post Offer, Red Rock would retain an interest in the Project of between 14% and 29% (dependent on NGL shareholder acceptance levels) and would receive a cash consideration payment (gross of any commission payable to IMP) that could vary between $10.7M and $16.1M USD dependent on ultimate NGL shareholder acceptance levels.

The Offer is subject to geological and legal due diligence proceedings, which are currently being carried out, as well as to completion of final documentation including the sale and purchase agreement and as highlighted above, acceptance may be subject to Red Rock shareholder consent. Closing is currently scheduled to take place on 10 January 2013 or, if earlier, on the conclusion of due diligence.

At this stage there can be no assurance that the parties will enter into a definitive agreement nor guarantee that the terms of the Offer will remain the same should a definitive agreement be entered into.

The Company will make further announcements in due course.

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