Wrap Text
Press release regarding quarterly results
ROCKWELL DIAMONDS INCORPORATED
(A company incorporated in accordance with the laws of British Columbia, Canada)
(Incorporation number BC0354545)
(Formerly Rockwell Ventures Inc.)
(South African Registration number 2007/031582/10)
Share Code on the JSE Limited: RDI ISIN: CA77434W2022
Share code on NEX: RDI.H CUSIP Number: 7743W103
(“Rockwell” or “the Company”)
Press Release
January 15, 2021, Toronto. Rockwell Diamonds Inc. (“Rockwell” or the “Company”) (JSE:
RDI) today filed its results for the period ended November 30, 2020, indicating its strategy to
wind the Company’s affairs down in an orderly manner.
The Company confirms that, effective December 23, 2020, the Ontario Securities
Commission granted full revocation of the failure-to-file cease trade order (the “FFCTO”)
previously ordered against the Company on July 5, 2018. Such revocation is applicable and
effective in the provinces of Ontario, Alberta, Québec, Nova Scotia, New Brunswick,
Manitoba, Saskatchewan and British Columbia.
The FFCTO was originally imposed as the Company had not filed within the required
timeframe its annual audited financial statements and management’s discussion and
analysis for the year ended February 28, 2018, nor the certifications of the foregoing filings,
as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations.
As at December 15, 2020, the Company filed all outstanding continuous disclosure
documents that were required to be filed under applicable securities laws, and the Company
is currently fully compliant in all of its required disclosure filings.
The above position arose as a result of the Company’s financial distress as a result of its
subsidiaries in South Africa falling in financial duress during 2017 and in liquidation since
then, with the final liquidation hearing set for May 2021.
A related party has made an offer to acquire the shareholders interest of the Company, if the
Company is delisted and taken private. The offer is inclusive to provide funding to settle
creditors and wind down the affairs of the Company. The debenture holders have confirmed
that they will not seek repayment of the debentures and surrender their claims in respect of
the debentures on terms to be approved, also indicating that they will support acceptance of
the offer by the related party. Applications will then be lodged by the Company to delist from
the JSE Ltd. (the “JSE”) and to cease to be a reporting issuer in Canada.
As the Company is fully compliant, the Board can now proceed to formalise the processes
and arrange an annual and special general meeting with shareholders, to amongst other,
present the applicable offer and disclosures for consideration to shareholders.
Any final decisions, arrangements and agreements would be subject to board, shareholder
and regulatory approval in Canada and South Africa.
About Rockwell Diamonds Inc.
Rockwell was engaged in the business of diamond production and the acquisition and
exploration of natural resource properties. The Group’s mineral properties were located in
South Africa and have been deconsolidated during 2017 due to a loss of control eluded to
above.
Rockwell is incorporated in Canada under the British Columbia Business Corporation Act,
and is listed on the JSE.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain forward-looking
information or forward-looking statements within the meaning of applicable securities law
(together, “forward-looking statements”), including, but not limited to, statements in this
news release with regards to the liquidation proceedings of the Company subsidiaries, and
the Company delisting and going private transaction. Forward-looking statements are
frequently characterized by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" and other similar words, or statements that certain events or
conditions "may" or "will" occur, although not all forward-looking statements contain these
identifying words. Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ materially
from those in the forward-looking statements and readers are cautioned not to place undue
reliance on forward-looking statements as there can be no assurance that the plans,
intentions or expectations upon which they are placed will occur. Forward-looking
statements are based on the beliefs, estimates, and opinions of the Company’s
management on the date the statements are made and involve significant known and
unknown risks and uncertainties. Except as required by applicable securities laws, the
Company undertakes no obligation to update these forward-looking statements in the event
that management’s beliefs, estimates or opinions, or other factors, should change.
For further information contact:
Willem Jacobs, President and Chief Executive Officer of Rockwell Diamonds Inc.
Phone: +27 (72) 614 4053
Email: Willem.Jacobs@barrick.com
15 January 2021
Transactional Sponsor: Sasfin Capital (A member of the Sasfin Group)
Legal Advisor: Fasken Martineau DuMoulin LLP
Date: 18-01-2021 07:45:00
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