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Rockwell arranges $4.1 million unsecured convertible Debentures
Rockwell Diamonds Inc.
(A company incorporated in accordance with the laws of British Columbia, Canada)
(Incorporation number BCO354545)
(Formerly Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI
ISIN: CA77434W2022
Share code on the TSXV: RDI
CUSIP Number: 77434W103
Rockwell arranges $4.1 million unsecured convertible Debentures.
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November 19, 2014 Vancouver, BC – Rockwell Diamonds Inc. ("Rockwell" or the "Company") (TSX: RDI; JSE:
RDI) announces that it has completed an offering of two-year unsecured convertible debentures in a principal
amount of $4.1 million (all amounts CDN$) with two insiders, namely Rockwell’s principal shareholder Daboll
Consultants Ltd, an affiliate of Diacore, as to $3.0 million and with Mark Bristow, Rockwell’s non-executive
chairman as to $1.1 million. The proceeds of the offering will be used to finance current and proposed work
programs on the Company's diamond projects and for general working capital purposes.
The debentures bear interest at a rate of 5% p.a. and will become convertible, subject to the prior approval of the
disinterested minority shareholders, into equity securities of the Company. Subject to such approval, the
debenture holders may convert the principal and interest into the same securities issued as may be issued in any
equity financings completed by the Company within the first 12 months after the debentures are issued, and if no
equity financings are completed, then the debentures may be converted into common shares at the undiscounted
five day volume weighted average price (“VWAP”) anytime in the second 12 months. If conversion occurs in
connection with an equity financing, the debenture holders will receive a 10% discount to the equity financing
price not to exceed a discount of more than 25% from the VWAP (where the Company’s shares trade at $0.50 or
less and 20% discount from VWAP if above $0.50). If the equity financing is $10 million or more the debentures
automatically convert into the same securities on those terms. In accordance with MI 61-101 the Company will
seek disinterested minority shareholder approval at the earliest of the next shareholders meeting and in
conjunction with the next round of equity financing and a valuation is expected to be provided in connection with
seeking minority approval.
Commenting on the issue of the debenture James Campbell, CEO and President said:
“We are pleased that our Chairman, Mark Bristow and Diacore, our beneficiation joint venture partner, have taken
up these $4.1 million debentures, which will enable Rockwell to strengthen its balance sheet and continue
financing its organic growth projects. Having funded two new processing plants, at Saxendrift Hill Complex and
Niewejaarskraal, from working capital during the last two years. Management felt it prudent to pursue this
additional funding and received board approval to do so. All key shareholders were consulted and given an
opportunity to participate. These two processing plants, together with Saxendrift, are currently processing gravels
at an increased rate of some 380,000m3 per month and continue to recover large, high quality rough diamonds
that are being sold through our partnership with Diacore.
“Our partnership with Diacore has delivered significant value for both parties over the last seven years and we are
delighted to have this further vote of confidence from them. Furthermore, the additional investment by Mark
Bristow, who is already a substantial investor in the Company, reflects his confidence in the future growth of
Rockwell. The additional funding makes us more resilient in the short term while we continue with internal
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developments to increase our capacity towards our medium target of processing 500,000m of quality gravels per
month from our Middle Orange River operations as well as pursue external opportunities to grow and leverage our
diamond value chain capabilities”.
For further information on Rockwell and its operations in South Africa, please contact
James Campbell CEO +27 (0)83 457 3724
Stéphanie Leclercq Investor Relations +27 (0)83 307 7587
David Tosi PSG Capital – JSE Sponsor +27 (0)21 887 9602
About Rockwell Diamonds:
Rockwell is engaged in the business of operating and developing alluvial diamond deposits, with a goal to
become a mid-tier diamond production company. The Company’s flagship mine is the Saxendrift Mine, in the
Middle Orange River. It has recently built two new internally funded mines in the Middle Orange river region,
namely the Saxendrift Hill Complex and the Niewejaarskraal Mine which are both in production. Rockwell also has
a development project and a pipeline of earlier stage properties with future development potential. The operations
are based on high throughput processing capability and Saxendrift has among the lowest unit costs in the industry
as a result of implementing fit for purpose technologies.
The Company is known for producing large, high quality gemstone comprising a major portion of its diamond
recoveries that is enhanced through a beneficiation joint venture that enables it to participate in the profits on the
sale of the polished diamonds.
Rockwell also evaluates consolidation opportunities which have the potential to expand its mineral resources and
production profile and to provide accretive value to the Company.
No regulatory authority has approved or disapproved the information contained in this news release.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of
applicable securities law. Forward-looking information is 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 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.
Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainties and
costs related to exploration and development activities, such as those related to determining whether mineral resources exist
on a property; uncertainties related to expected production rates, timing of production and cash and total costs of production
and milling; uncertainties related to the ability to obtain necessary licenses, permits, electricity, surface rights and title for
development projects; operating and technical difficulties in connection with mining development activities; uncertainties
related to the accuracy of our mineral resource estimates and our estimates of future production and future cash and total
costs of production and diminishing quantities or grades if mineral resources; uncertainties related to unexpected judicial or
regulatory procedures or changes in, and the effects of, the laws, regulations and government policies affecting our mining
operations; changes in general economic conditions, the financial markets and the demand and market price for mineral
commodities such as diesel fuel, steel, concrete, electricity, and other forms of energy, mining equipment, and fluctuations in
exchange rates, particularly with respect to the value of the US dollar, Canadian dollar and South African Rand; changes in
accounting policies and methods that we use to report our financial condition, including uncertainties associated with critical
accounting assumptions and estimates; environmental issues and liabilities associated with mining and processing;
geopolitical uncertainty and political and economic instability in countries in which we operate; and labour strikes, work
stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate our mines, or
environmental hazards, industrial accidents or other events or occurrences, including third party interference that interrupt
operation of our mines or development projects.
For further information on Rockwell, Investors should review Rockwell's home jurisdiction filings that are available at
www.sedar.com.
Date: 19/11/2014 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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