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RDI - Rockwell Diamonds Incorporated - Unaudited interim results for 6 months

Release Date: 14/10/2011 07:06
Code(s): RDI
Wrap Text

RDI - Rockwell Diamonds Incorporated - Unaudited interim results for 6 months ended 31 August 2011 ROCKWELL DIAMONDS INCORPORATED (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 Share code on the OTCBB: RDIAF ("Rockwell") UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED 31 AUGUST 2011 Index The reports and statements set out below comprise the unaudited condensed interim consolidated financial statements presented to the shareholders: Index Notice of no Auditor Review of Condensed Interim Consolidated Financial Statements Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Accounting Policies Notes to the Unaudited Condensed Interim Consolidated Financial Statements The unaudited condensed interim consolidated financial statements, which have been prepared on the going concern basis, were approved by the board on 12 October 2011 and were signed on its behalf by: James Campbell Director, Chief Executive Officer Dr Mark Bristow Director Notice of no Auditor Review of Condensed Interim Consolidated Financial Statements In accordance with National Instrument 51102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed interim consolidated financial statements they must be accompanied by a notice indicating that these condensed interim consolidated financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company`s management. Statement of Financial Position 31 August 28 February 31 August Figures in Canadian Not 2011 2011 2010 Dollar e(s )
Assets Non-current assets Mineral property 2 23 097 370 23 562 969 24 824 032 interests Property, plant and 3 61 580 648 62 828 438 60 981 504 equipment Investment in 4 211 886 129 660 124 440 associate Other financial 5 2 821 038 2 042 291 2 098 734 assets Reclamation deposits 15 2 753 712 2 759 611 3 083 294 90 464 654 91 322 969 91 112 004
Current assets Inventories 6 4 468 430 2 628 089 4 290 932 Loan to related party 7 2 477 794 92 398 47 965 Trade and other 8 136 180 5 366 797 10 370 361 receivables Cash and cash 9 15 316 139 4 771 124 4 631 430 equivalents
22 398 543 12 858 408 19 340 688 Total assets 112 863 197 104 181 377 110 452 692
Equity and liabilities Equity Equity attributable to equity holders of Company Share capital 10 142 875 439 135 989 508 135 989 508 Reserves 3 451 120 1 530 969 4 004 472 Retained loss (52 338 (52 686 (50 407 079) 752) 500) 93 987 807 84 833 977 89 586 901 Non-controlling 176 298 647 407 475 502 interest Total equity 94 164 105 85 481 384 90 062 403
Liabilities Non-current liabilities Loans from related 7 423 664 424 572 437 615 parties Capital lease 13 733 465 - - obligation Deferred tax 14 4 907 636 5 840 000 4 079 066 Reclamation 15 3 982 709 3 814 638 3 641 881 obligation 10 047 474 10 079 210 8 158 562
Current liabilities Loans from related 7 334 998 72 064 174 180 parties Current tax payable 261 142 245 228 397 762 Capital lease 13 290 235 142 630 1 008 467 obligation Trade and other 17 6 847 629 6 373 382 7 354 018 payables Bank overdraft 9 917 614 1 787 479 3 297 300 8 651 618 8 620 783 12 231 727
Total liabilities 18 699 092 18 699 993 20 390 289 Total equity and 112 863 197 104 181 377 110 452 692 liabilities Statement of Comprehensive Income 3 months 6 months 3 months 6 months
ended ended ended ended 31 August 31 August 31 August 31 August Figures in Not 2011 2011 2010 2010 Canadian e(s Dollar )
Revenue 20 9 205 918 17 711 457 11 387 950 19 844 532 Cost of sales 21 (6 499 593) (14 502 (12 571 (18 527 779) 416) 420)
Gross profit 2 706 325 3 209 041 (1 183 470) 1 316 753 (loss) Other (212 368) (106 588) 84 528 89 218 (expenses) income General and (2 406 632) (4 172 490) (960 829) (3 135 966) administratio n expenses Operating 22 87 325 (1 070 037) (2 059 771) (1 729 995) profit (loss) Investment 23 69 006 176 267 82 105 95 451 income Income from 67 562 82 435 21 102 23 429 equity accounted investments Finance costs 24 (131 831) (240 943) (43 157) (180 670) Profit (loss) 92 062 (1 052 278) (1 999 721) (1 791 785) before taxation Income tax 25 994 364 932 364 (295 679) (1 362 132) recovery (expense) Profit (loss) 1 086 426 (119 914) (2 295 400) (3 153 917) for the period Other comprehensive income: Exchange 944 886 (186 674) (4 796 433) (4 812 016) differences on translating foreign operations Total 2 031 312 (306 588) (7 091 833) (7 965 933) comprehensive income (loss) Profit (loss) attributable to: Owners of the 1 263 946 347 748 (2 071 718) (2 798 721) Company Non- (177 520) (467 662) (223 682) (355 196) controlling interest
1 086 426 (119 914) (2 295 400) (3 153 917) Total comprehensive income (loss) attributable to: Owners of the 2 208 832 161 074 (6 868 151) (7 610 737) Company Non- (177 520) (467 662) (223 682) (355 196) controlling interest 2 031 312 (306 588) (7 091 833) (7 965 933) Earnings (loss) per share Per share information Basic and 26 0.06 0.01 (0.20) (0.23) diluted earnings (loss) per share (c) Headline 26 0.04 0.01 (0.06) (0.08) earnings (loss) per share (c) Statement of Changes in Equity Figures Share Foreign Share-based Convertible Total in capital currency payment instruments reserves Canadia translation reserve reserve n reserve Dollar Opening 127 999 040 (7 979 683) 6 195 051 - (1 784 632) balance as previou sly reporte d Adjustm ents Effects - 680 591 - - 680 591 of transit ion to IFRS
Balance 127 999 040 (7 299 092) 6 195 051 - (1 104 041) at 01 March 2010 as restate d Changes in equity Total - 1 750 124 - - 1 750 124 compreh ensive income (loss) for the year Share- - - 884 886 - 884 886 based payment expense Rights 4 583 644 - - - - offerin g at subscri ption price of $0.05 per share Private 3 406 824 - - - - placeme nt, net of issue costs at $0.065 per share Foreign - - - - - exchang e movemen t Total 7 990 468 1 750 124 884 886 - 2 635 010 changes Opening 135 989 508 (6 363 878) 7 079 937 - 716 059 balance as previou sly reporte d Adjustm ents Effects - 814 910 - - 814 910 of transit ion to IFRS Balance 135 989 508 (5 548 968) 7 079 937 - 1 530 969 at 01 March 2011 as restate d Changes in equity Total - (186 674) - - (186 674) compreh ensive income (loss) for the six months Private 435 715 - - - - placeme nt, net of issue costs at $0.065 per share Subscri 6 450 216 - - - - ptions receive d, net of issue costs at $0.075 per share (refer note 12) Share- - - 155 840 - 155 840 based payment expense Convert - - - 1 950 985 1 950 985 ible bond- equity compone nt Foreign - - - - - exchang e movemen t Total 6 885 931 (186 674) 155 840 1 950 985 1 920 151 changes Balance 142 875 439 (5 735 642) 7 235 777 1 950 985 3 451 120 at 31 August 2011 Note(s) 10 11 12 Statement of Changes in Equity (continued) Figures in Retained Total Non- Total equity Canadian loss attributable controlling Dollar to equity interest holders of the Company
Opening (49 020 317) 77 194 091 648 941 77 843 032 balance as previously reported Adjustments Effects of 1 411 958 2 092 549 - 2 092 549 transition to IFRS Balance at 01 (47 608 359) 79 286 640 648 941 79 935 581 March 2010 as restated Changes in equity Total (5 078 141) (3 328 017) (88 097) (3 416 114) comprehensive income (loss) for the year Share-based - 884 886 - 884 886 payment expense Rights - 4 583 644 - 4 583 644 offering at subscription price of $0.05 per share Private - 3 406 824 - 3 406 824 placement, net of issue costs at $0.065 per share Foreign - - 86 563 86 563 exchange movement Total changes (5 078 141) 5 547 337 (1 534) 5 545 803 Opening (54 147 253) 82 558 314 647 407 83 205 721 balance as previously reported Adjustments Effects of 1 460 753 2 275 663 - 2 275 663 transition to IFRS Balance at 01 (52 686 500) 84 833 977 647 407 85 481 384 March 2011 as restated Changes in equity Total 347 748 161 074 (467 662) (306 588) comprehensive income (loss) for the six months Private - 435 715 - 435 715 placement, net of issue costs at $0.065 per share Subscriptions - 6 450 216 - 6 450 216 received, net of issue costs at $0.075 per share (refer note 12) Share-based - 155 840 - 155 840 payment expense Convertible - 1 950 985 - 1 950 985 bondequity component Foreign - - (3 447) (3 447) exchange movement
Total changes 347 748 9 153 830 (471 109) 8 682 721 Balance at 31 (52 338 752) 93 987 807 176 298 94 164 105 August 2011 Note(s) Statement of Cash Flows 6 months 12 months 6 months
ended ended ended 31 August 28 February 31 August Figures in Note(s) 2011 2011 2010 Canadian Dollar Cash flows from operating activities Cash 18 7 067 947 10 808 399 21 077 generated from operations Investment 176 267 101 953 95 451 income Finance costs (240 943) (449 003) (180 670) Tax refunded 19 15 914 (899 141) (2 693) (paid) Net cash 7 019 185 9 562 208 (66 835) inflow (outflow) from operating activities
Cash flows from investing activities Purchase of 3 (8 805 356) (10 790 700) (4 412 963) property, plant and equipment Proceeds from 3 6 379 283 301 518 235 506 sale of property, plant and equipment Purchase of 2 - (845 773) - mineral property interests Acquisition - (95 690) (95 690) of associate Repayment of (2 123 370) (634 248) (445 951) loans to group companies Proceeds from (778 747) (1 024 738) (1 361 892) sale of financial assets Sale of 5 899 - - reclamation deposits
Net cash (5 322 291) (13 089 631) (6 080 990) outflow from investing activities Cash flows from financing activities Proceeds on 10 - 7 990 468 7 990 468 share issue Proceeds on 10 6 885 931 - - subscriptions received Proceeds from 1 950 985 - - convertible bond Capital lease 881 070 (3 298 941) (2 328 054) obligation proceeds (repayments) Net cash 9 717 986 4 691 527 5 662 414 inflow from financing activities
Net movement 11 414 880 1 164 104 (485 411) in cash and cash equivalents for the period Cash and cash 2 983 645 1 819 541 1 819 541 equivalents at the beginning of the period
Total cash 9 14 398 525 2 983 645 1 334 130 and cash equivalents at end of the period Accounting Policies 1. The accounting policies are an integral part of these unaudited condensed interim consolidated financial statements, details of the which are available on the Company`s web site. Notes to the Unaudited Condensed Interim Consolidated Financial Statements 2. Mineral property interests August 31, 2011 Figures in Canadian Cost Accumulated Carrying value Dollar depletion Mineral property 31 221 946 (8 124 576) 23 097 370 interests 2. Mineral property interests (continued) February 28, 2011 Figures in Canadian Cost Accumulated Carrying value Dollar depletion Mineral property 31 540 840 (7 977 871) 23 562 969 interests 2. Mineral property interests (continued) August 31, 2010
Figures in Canadian Cost Accumulated Carrying value Dollar depletion Mineral property 30 967 209 (6 143 177) 24 824 032 interests Reconciliation of mineral property interests - August 31, 2011 Foreign Opening exchange balance movements Depletion Total
Figures in Canadian Dollar Wouterspan 13 890 989 17 753 - 13 908 742 Holpan 1 072 472 1 371 (147 286) 926 557 Klipdam (227 805) (291) - (228 096) Saxendrift 7 398 138 9 455 (348 435) 7 059 158 Niewejaarskraal 239 459 306 - 239 765 Makoenskloof 332 727 425 - 333 152 Windsorton Erf 856 997 1 095 - 858 092 2004 23 562 977 30 114 (495 721) 23 097 370
2. Mineral property interests (continued) Reconciliation of mineral property interests - February 28, 2011 Figures in Canadian Opening balance Effects of Additions Dollar transition to IFRS Mineral property 30 850 998 (30 850 998) - interests Wouterspan - 13 722 048 - Holpan - 1 468 070 - Klipdam - 571 902 - Saxendrift - 7 743 816 - Niewejaarskraal - 235 907 - Makoenskloof - 327 791 - WindsortonErf 2004 - - 845 773
30 850 998 (6 781 464) 845 773 Reconciliation of mineral property interests - February 28, 2011 (continued) Figures in Canadian Foreign exchange Depletion Total Dollar movements Mineral property - - - interests Wouterspan 168 941 - 13 890 989 Holpan 88 394 (483 992) 1 072 472 Klipdam 107 977 (907 684) (227 805) Saxendrift 199 374 (545 052) 7 398 138 Niewejaarskraal 3 552 - 239 459 Makoenskloof 4 928 - 332 719 WindsortonErf 2004 11 224 - 856 997 584 390 (1 936 728) 23 562 969 Reconciliation of mineral property interests - August 31, 2010 Figures in Opening Effects of Foreign Depletion Total Canadian balance transition exchange Dollar to IFRS movements Mineral 30 850 998 (30 850 - - - property 998) interests Wouterspan - 13 642 143 468 882 - 14 111 025 Holpan - 1 564 113 251 453 (213 842) 1 601 724 Klipdam - 687 553 499 627 (535 975) 651 205 Saxendrift - 7 878 492 397 235 (361 856) 7 913 871 Niewejaars- - 236 149 5 770 - 241 919 kraal Makoenskloof - 297 031 7 257 - 304 288 30 850 998 (6 545 517) 1 630 224 (1 111 673) 24 824 032 3. Property, plant and equipment August 31, 2011 Figures in Canadian Cost Accumulated Carrying value Dollar depreciation Land and buildings 7 495 750 (1 354 601) 6 141 149 Plant and machinery 79 759 000 (36 129 561) 43 629 439 Motor vehicles 1 591 255 (1 079 770) 511 485 Office equipment 1 043 864 (667 948) 375 916 Construction in 10 922 659 - 10 922 659 progress * 100 812 528 (39 231 880) 61 580 648 3. Property, plant and equipment (continued) February 28, 2011 Figures in Canadian Cost Accumulated Carrying value Dollar depreciation Land and buildings 7 502 768 (1 149 217) 6 353 551 Plant and machinery 85 045 595 (35 833 250) 49 212 345 Motor vehicles 1 594 663 (1 006 082) 588 581 Office equipment 1 006 922 (615 659) 391 263 Construction in 6 282 698 - 6 282 698 progress *
101 432 646 (38 604 208) 62 828 438 3. Property, plant and equipment (continued) August 31, 2010
Figures in Cost Accumulated Carrying value Canadian Dollar depreciation
Land and 7 015 112 (126 874) 6 888 238 buildings Plant and 85 527 576 (35 386 712) 50 140 864 machinery Motor vehicles 1 861 642 (1 077 003) 784 639 Office equipment 1 006 033 (577 942) 428 091 Construction in 2 739 672 - 2 739 672 progress * 98 150 035 (37 168 531) 60 981 504 3. Property, plant and equipment (continued) Reconciliation of property, plant and equipment - August 31, 2011 Figures in Canadian Opening balance Additions Disposals Dollar Land and buildings 6 353 551 9 099 - Plant and machinery 49 212 345 3 993 437 (6 508 485) Motor vehicles 588 581 - - Office equipment 391 263 39 445 - Construction in 6 282 698 4 763 375 - progress * 62 828 438 8 805 356 (6 508 485) Reconciliation of property, plant and equipment - August 31, 2011 (continued) Figures in Canadian Foreign exchange Depreciation Total Dollar movements Land and buildings (11 794) (209 707) 6 141 149 Plant and machinery (56 004) (3 011 854) 43 629 439 Motor vehicles (577) (76 519) 511 485 Office equipment (706) (54 086) 375 916 Construction in (123 414) - 10 922 659 progress * (192 495) (3 352 166) 61 580 648
3. Property, plant and equipment (continued) Reconciliation of property, plant and equipment - February 28, 2011 Figures in Opening Additions Disposals Foreign Canadian Dollar balance exchange movements Land and 6 627 966 93 310 - 183 030 buildings Plant and 50 926 945 4 396 818 (341 821) 1 238 687 machinery Motor vehicles 781 353 111 711 (256 207) 63 454 Office 454 472 39 439 - 20 724 equipment Construction in - 6 149 422 - 133 276 progress * 58 790 736 10 790 700 (598 028) 1 639 171
Reconciliation of property, plant and equipment - February 28, 2011 (continued) Figures in Canadian Depreciation Impairment loss Total Dollar Land and buildings (550 755) - 6 353 551 Plant and machinery (6 723 588) (284 696) 49 212 345 Motor vehicles (111 730) - 588 581 Office equipment (123 372) - 391 263 Construction in - - 6 282 698 progress * (7 509 445) (284 696) 62 828 438
3. Property, plant and equipment (continued) Reconciliation of property, plant and equipment - August 31, 2010 Figures in Canadian Opening balance Additions Disposals Dollar Land and buildings 6 627 966 65 072 - Plant and machinery 50 926 945 1 488 513 (201 010) Motor vehicles 781 353 92 770 - Office equipment 454 472 26 936 - Construction in - 2 739 672 - progress 58 790 736 4 412 963 (201 010)
Reconciliation of property, plant and equipment - August 31, 2010 (continued) Figures in Canadian Foreign exchange Depreciation Total Dollar movements Land and buildings 360 919 (165 719) 6 888 238 Plant and machinery 2 683 156 (4 756 740) 50 140 864 Motor vehicles 37 623 (127 107) 784 639 Office equipment 2 950 (56 267) 428 091 Construction in - - 2 739 672 progress 3 084 648 (5 105 833) 60 981 504 Components of property, plant and equipment are depreciated over their estimated useful life. The depreciation charge for the six months ending August 31, 2011 was $3,352,166 (August 31, 2010- $5,105,833). The Company`s bankers have registered two notarial general covering bonds (First Lien) of ZAR 10 million ($1.4 million) over all loose assets on the property known as Holpan, Barkley West, Northern Cape (refer Note 27). (*) Construction in progress at Tirisano.' 4. Investment in associate Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 Name of company Flawless Diamonds Trading House (Pty) Ltd - 20% Carrying amount Opening balance 129 660 - - Cost of investment in - 95 690 95 690 associate Share of profit for the 82 435 34 396 23 429 period Foreign exchange (209) (426) 5 321 adjustments Closing balance 211 886 129 660 124 440 Summarised financial information of associate Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 Total assets 3 034 195 9 690 007 10 981 656 Total liabilities 1 923 613 8 969 428 10 335 462 Net assets 1 110 582 703 579 646 194 Revenue 30 866 077 60 383 011 28 427 620 Total net earnings for 412 174 206 374 122 511 the year Capital commitments and - - - contingent liabilities of associate On April 21, 2010 the Company acquired a 20% shareholding in Flawless Diamonds Trading House (Pty) Ltd ("Flawless") incorporated in the Republic of South Africa for ZAR700,000 ($95,690) cash.Flawless is a registered diamond broker which provides specialist diamond valuation, marketing and tender sales services to the Company. As the Company has significant influence over Flawless`s operations it accounts for the investment using the equity method and includes a prorata share of the Flawless`s net income (loss) for the year.''The carrying amounts of associates are shown net of impairment losses. 5. Other financial assets Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 At fair value through profit or loss - designated Investments 1 559 222 1 199 182 706 368 The Company invests in investment policies with endowment benefits on maturity of the policies. Premiums are invested on an initial lump sum and/or monthly annuity premium basis with the insurers and invested in specific investment plans. Policy investment value at any one time represents the value of premiums and growth after deduction of administration and investment fees. Withdrawals could be made against the policies before endowment against the deduction of penalties, which is lower than the investment value. To surrender the policy prior to maturity date will similarly attract penalties at a lower rate, and represents the value accessible at any one stage. Fair value at any one stage represents the surrender value of the investments. The fair value of the policies at August 31, 2011 amounted to $4,312,934 (February 28, 2011 $3,958,793) of which $2,753,712 (February 28, 2011 $2,759,611) has been disclosed as reclamation deposits (Refer note 15). Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 Loans and receivables Etruscan Diamonds Limited 1 186 897 768 030 1 228 686 Represents amounts paid to Etruscan Diamonds Limited.' Deposits 74 919 75 079 163 680 This deposit relates to deposits on motor vehicles only delivered in the 2011 fiscal year.
1 261 816 843 109 1 392 366 Total other financial 2 821 038 2 042 291 2 098 734 assets Non-current assets At fair value through 1 559 222 1 199 182 706 368 profit or loss Loans and receivables 1 261 816 843 109 1 392 366 2 821 038 2 042 291 2 098 734
6. Inventories Rough diamond inventories 1 493 867 824 513 1 936 655 Mine supplies 2 974 563 1 803 576 2 354 277 4 468 430 2 628 089 4 290 932 As at August 31, 2011, rough diamond inventories were valued at net realizable value and mine supplies at cost less accumulative impairment charges. No write-down of inventory was done during the six months ended August 31, 2011. Mine supplies were written down by $190,700 to $1,803,578 during the 2011 fiscal year. The net realizable value of diamond inventories are estimated at the average price per carat achieved for the most recent diamond tender taking into account the variable factors of clarity, carat, shape and colour.As at February 28, 2011, rough diamond inventories were written down by $708,334 from cost to net realizable value. Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 7. Loans to (from) related parties Current assets 2 477 794 92 398 47 965 Non-current liabilities (423 664) (424 572) (437 615) Current liabilities (334 998) (72 064) (174 180) 1 719 132 (404 238) (563 830)
8.Trade and other receivables Trade receivables 34 291 4 743 033 10 127 254 Prepayments 101 889 82 808 243 107 VAT - 540 956 - 136 180 5 366 797 10 370 361
9.Cash and cash equivalents
Cash and cash equivalents consist of: Bank balances 4 707 031 4 771 124 4 629 408 Short-term cash deposits 10 609 108 - 2 022 Bank overdraft (917 614) (1 787 479) (3 297 300) 14 398 525 2 983 645 1 334 130
Current assets 15 316 139 4 771 124 4 631 430 Current liabilities (917 614) (1 787 479) (3 297 300) 14 398 525 2 983 645 1 334 130 10. Share capital Reconciliation of number of shares issued: Beginning of period 518 185 238 370 843 069 370 843 069 Rights offering at - 92 710 767 92 710 767 subscription price of $0.05 per share Private placement, net 6 703 292 54 631 402 54 631 402 of issue costs at $0.065 per share Share consolidation 15:1 (489 895 959) - - (#) Private placement, net 500 000 - - of issue costs at $0.75 per share
35 492 571 518 185 238 518 185 238 Issued Ordinary 142 875 439 135 989 508 135 989 508 The Company`s authorized share capital consists of an unlimited number of common shares, without par value, and an unlimited number of preferred shares without par value, of which no preferred shares have been issued. # Effective July 11, 2011 the Company completed a consolidation of its outstanding Common Shares on the basis of 15 pre-consolidated common shares for 1 post consolidated common share. 11.Share-based payments The Company has a share-based payment plan approved by the shareholders that allows the Company to grant options for up to 10% of the issued and outstanding shares of the Company at any one time, typically vesting over two years, to its directors, employees, officers, and consultants.The exercise price of each share option is set by the board of directors at the time of the grant and cannot be less than the market price (less permissible discounts) on the Toronto Stock Exchange.Share options have a maximum term of five years and typically terminate 30 days following the termination of the optionee`s employment, except in the case of retirement or death. From time to time, the Company may grant share options to employees, directors, and service providers.The Company uses the Black-Scholes option pricing model to estimate a value for these options.This model, and other models which are used to fair value share options, require inputs such as expected volatility, expected life to exercise, and interest rates.Changes in any of these inputs could cause a significant change in the share-based payment expense charged in a period. Effective July 11, 2011 the Company completed a consolidation of its outstanding Common Shares on the basis of 15 pre-consolidated common shares for 1 post consolidated common share. The effect of the share consolidation has been applied retrospectively. Figures in Canadian Dollar The continuity of share-based payments for the year ended August 31, 2011 is as follows: Expiry Exercise Feb 28, Granted / Exercised Expired / August date price 2011 Issued cancelled 31, 2011 September $ 9.30 392 767 - - - 392 767 24, 2012 November $ 9.45 72 433 - - - 72 433 14, 2012 June 20, $ 6.75 63 333 - - (63 333) - 2011 December $ 0.90 912 173 - - (1 100) 911 073 7, 2014 January $ 1.05 40 000 - - - 40 000 18, 2015 October 8, $ 0.98 1 002 800 - - - 1 002 800 2015 2 483 506 - - (64 433) 2 419 073
Weighted $ 2.70 - - $ 2.70 $ 2.85 average exercise price Weighted - average fair value of share options granted during the period As at August 31, 2011, 2,148,139 of the share options outstanding with a weighted average exercise price of $2.85 per share have vested with grantees. Figures in Canadian Dollar The continuity of share-based payments for the year ended February 28, 2011 is as follows: Expiry Exercise Feb 28, Granted / Exercised Expired / Feb 28, date price 2010 Issued cancelled 2011 September $ 9.30 393 100 - - (333) 392 767 24, 2012 November $ 9.45 73 433 - - (1 000) 72 433 14, 2012 June 20, $ 6.75 63 333 - - - 63 333 2011 December $ 0.90 951 393 - - (39 220) 912 173 7, 2014 January $ 1.05 40 000 - - - 40 000 18, 2015 October 8, $ 0.98 - 1 002 800 - - 1 002 800 2015 1 521 259 1 002 800 - (40 553) 2 483 506 Weighted $ 3.75 $ 0.98 - $ 1.20 $ 2.70 average exercise price Weighted $ 0.84 average fair value of share options granted during the period As at February 28, 2011, 1,055,678 of the share options outstanding with a weighted average exercise price of $0.90 per share have vested with grantees. Figures in Canadian Dollar The continuity of share-based payments for the year ended August 31, 2010 is as follows: Expiry Exercise Feb 28, Granted / Exercised Expired / August date price 2010 Issued cancelled 31, 2010 September $ 9.30 393 100 - - (333) 392 767 24, 2012 November $ 9.45 73 433 - - (1 000) 72 433 14, 2012 June 20, $ 6.75 63 333 - - - 63 333 2011 December $ 0.90 951 393 - - (9 000) 942 393 7, 2014 January $ 1.05 40 000 - - - 40 000 18, 2015 1 521 259 - - (10 333) 1 510 926 Weighted $ 3.75 - - $ 2.10 $ 3.75 average exercise price Weighted - average fair value of share options granted during the period As at August 31, 2010, 1,183,755 of the share options outstanding with a weighted average exercise price of $4.05 per share have vested with grantees. Using a Black-Scholes option pricing model with the assumptions noted below, the fair values of share options vested have been reflected in the statement of operations as follows: Figures in Canadian Dollar Granted / Exercised Expired / August 31, Issued cancelled 2010 Exploration and engineering 57 33 027 4 612 25 578 Operations and 27 483 122 813 70 906 27 092 administration Total share-based payment 27 540 155 840 75 518 52 670 cost expensed to operations, with the offset credited to share-based payment reserve
12. Prepaid capital contributions Prepaid capital contributions in respect of a private placement completed after the quarter-end is reflected as share capital, the issuing of shares to be issued after the date of review. An amount received is convertible and/or repayable at the discretion of the Company for a period of twelve months, and is valued on the residual method at date the review date. 13. Capital lease obligation Figures in 31 August 28 February 31 August Canadian Dollar 2011 2011 2010 Minimum lease payments due - within one year 376 010 143 997 1 028 721 - in second to 717 838 - - fifth year inclusive 1 093 848 143 997 1 028 721 less: future (70 148) (1 367) (20 254) finance charges
Present value of 1 023 700 142 630 1 008 467 minimum lease payments
Present value of minimum lease payments due - within one year 290 235 142 630 1 008 467 - in second to 733 465 - - fifth year inclusive
1 023 700 142 630 1 008 467 Non-current 733 465 - - liabilities Current 290 235 142 630 1 008 467 liabilities 1 023 700 142 630 1 008 467
Included in property, plant and equipment are mining equipment that the Company acquired pursuant to three year capital lease obligations. Capital lease obligations as detailed above are secured over plant and equipment and are repayable, on average, in 36 monthly installments. Interest is charged at rates of between 1.25% to 2.00% less the prevailing prime rate, which is currently 9.00%, per annum. There are no significant restrictions imposed on the lessee as a result of the lease obligations. 14. Deferred tax Figures in Canadian Dollar 31 August 28 February 31 August 2011 2011 2010 Deferred tax liability
Temporary differences 4 907 636 5 840 000 4 079 066 Reconciliation of deferred tax liability At beginning of the year 5 840 000 11 545 000 11 545 000 Effects of transition to IFRS - (8 638 066) (8 638 066) Recognised through statement (932 364) 2 933 066 1 172 132 of comprehensive income 4 907 636 5 840 000 4 079 066 15. Reclamation obligation Reconciliation of obligation - August 31, 2011 Figures in Canadian Opening Reclamation Foreign Total Dollar balance (expenditure exchange incurred) / movements obligation
recognized Holpan, Wouterspan, 2 565 377 44 206 (5 876) 2 603 707 and Klipdam Mines Saxendrift Mine 1 249 261 133 600 (3 859) 1 379 002 3 814 638 177 806 (9 735) 3 982 709 Reconciliation of obligation - February 28, 2011 Figures in Canadian Opening Reclamation Foreign Total Dollar balance (expenditure exchange incurred) / movements
obligation recognized Holpan, Wouterspan, 2 918 102 (426 066) 73 341 2 565 377 and Klipdam Mines Saxendrift Mine 804 882 427 875 16 504 1 249 261 3 722 984 1 809 89 845 3 814 638 Reconciliation of obligation - August 31, 2010 Figures in Opening Reclamation Foreign Accretion Total Canadian balance (expenditur exchange expense Dollar e incurred) movements / obligation recognized
Holpan, 2 918 102 (545 328) 137 275 - 2 510 049 Wouterspan, and Klipdam Mines Saxendrift 804 882 - 57 106 269 844 1 131 832 Mine 3 722 984 (545 328) 194 381 269 844 3 641 881
The liability is based on the disturbance of the natural physical environment due to the alluvial mining methods that the Company engages in. The volume of disturbance is quantified on a monthly basis by a professional surveyor through physical observation and technical quantification in cubic meters and is therefore not discounted. The Company does not make use of a mining contractor and applies an internal costing rate per cubic meter which is based on applying its own resources and equipment in doing such rehabilitation. This costing rate represents the operating cost, including fuel, applying specific mining fleet units to the rehabilitation process and labor usage. The physical disturbance in the cubic meters multiplied by the costing rate represents the rehabilitation liability at any one stage. As required by regulatory authorities, at August 31, 2011, the Company had cash reclamation deposits totaling $2,753,712 (February 28, 2011 - $2,759,611) comprised of $1,652,227 (February 28, 2011 - $1,686,913) for the Holpan, Wouterspan and Klipdam mine and $1,101,485 (February 28, 2011 - $1,072,698) for the Saxendrift mine.These deposits are invested in interest bearing money market linked investments at rates ranging from 9.5% to 11.0% per annum.These investments have been pledged as security in favour of the guarantees the bank issued on behalf of the Company. Refer to note 27. 16. Related parties Figures in Canadian Dollar 31 August 28 February 31 August 2011 2011 2010 Related party balances Balances payable Banzi Trade (e) 121 724 34 385 23 814 Hunter Dickinson Services 130 252 34 113 79 009 Inc. (a) Seven Bridges Trading (c) - - 10 941 Flawless Diamonds Trading - 3 566 60 416 House (d) CEC Engineering (b) 8 528 - - Current balances payable 334 998 72 064 174 180
Liberty Lane (f) 423 664 424 572 437 616 Non-current balances payable 423 664 424 572 437 615
Balances receivable Banzi Trade (e) 83 510 92 398 47 965 Flawless Diamonds Trading 2 394 284 - - House (d) Current balances receivable 2 477 794 92 398 47 965
Related party transactions Services rendered and expenses reimbursed: Hunter Dickinson Services 183 424 467 151 295 908 Inc. (a) CEC Engineering (b) 33 012 23 331 - Seven Bridges Trading (c) 50 083 134 483 63 106 Banzi Trade 26 (e) 132 882 165 077 90 950 Flawless Diamonds Trading 3 390 728 420 006 144 962 House (d) Sales rendered to: Banzi Trade 26 (Pty) Ltd (e) 128 143 394 All related party transactions are arm`s length transaction in the normal course of business. (a)Hunter Dickinson Services Inc. ("HDSI") is a private company with a director in common with the Company. HDSI provides geological, technical, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Company on a full cost recovery market related basis pursuant to an agreement dated November 21, 2008. (b)CEC Engineering Ltd is a private company owned by David Copeland, Chairman and a director of the Company, which provides engineering and project management services at market rates. (c)Seven Bridges Trading 14 (Pty) Ltd ("Seven Bridges Trading") is a wholly- owned subsidiary of Randgold Resources Ltd, a public company where Mark Bristow, a director of the Company, serves in an executive capacity. Seven Bridges Trading provides office, conferencing, information technology, and other administrative and management services at market rates to the Company`s South African subsidiaries (d)Flawless Diamonds Trading House (Pty) Ltd ("Flawless Diamonds Trading House") is a private company where certain directors, former directors and officers of the Company, namely, Messrs Brenner, J.W. and D.M. Bristow are shareholders.During fiscal 2011 the Company acquired a 20% shareholding in Flawless Diamonds Trading House (refer note 4).Flawless is a registered diamond broker which provides specialistdiamond valuation, marketing and tender sales services to the Company for a fixed fee of 1% of turnover which is below the market rate charged by similar tender houses (e)Banzi Trade 26 (Pty) Ltd ("Banzi") is 49% owned by HC van Wyk Diamonds Ltd and 51% by Bokomoso Trust. Banzi is an empowered private company established to provide self-sustaining job creation programs to local communities as part of the company`s Social and Labour Plan which is required in terms of the Minerals and Petroleum Resources Development Act ("MPRDA"). Banzi provides the Company with building materials at market rates. (f)Liberty Lane is the BEE partner of the Saxendrift property and has certain directors in common with the Company. 17. Trade and other payables Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 Trade payables 6 710 955 6 373 382 7 165 893 VAT 136 674 - 188 125 6 847 629 6 373 382 7 354 018
18. Cash generated from operations Figures in Canadian 31 August 28 February 31 August Dollar 2011 2011 2010 Profit (loss) (1 052 278) (2 233 172) (1 791 785) before taxation Adjustments for: Depreciation and 3 847 888 9 446 173 6 217 506 depletion Loss on sale of 129 202 296 510 (34 496) assets Loss on foreign - (82 873) - exchange Income from equity (82 435) (34 396) (23 429) accounted investments Investment income (176 267) (101 953) (95 451) Finance costs 240 943 449 003 180 670 Fair value - 31 920 - adjustments Net reclamation 168 071 1 809 (275 484) obligation recognised Share-based payment 128 300 884 886 296 499 expense Write-down on - 899 034 - inventory Write-down of - 284 696 - property, plant and equipment Write-down of - - 147 779 investment held for reclamation Write-down of - - 144 658 assets Changes in working capital: Inventories (1 840 341) (476 349) (1 314 874) Trade and other 5 230 617 1 686 027 (4 030 892) receivables Trade and other 474 247 (242 916) 600 376 payables 7 067 947 10 808 399 21 077
19.Tax refunded (paid) Figures in 31 August 28 February 31 August Canadian 2011 2011 2010 Dollar Balance at (245 228) (1 144 369) (210 455) beginning of the period Current tax - - (190 000) for the period recognised in profit or loss Balance at 261 142 245 228 397 762 end of the period 15 914 (899 141) (2 693) 20. Revenue Figures in 3 months 6 months 3 months 6 months Canadian Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010
Sale of diamonds 6 941 206 14 502 903 10 009 258 18 176 830 Beneficiation 2 264 712 3 208 554 1 378 692 1 667 702 income
9 205 918 17 711 457 11 387 950 19 844 532 Beneficiation income represents profit share on value add (cut and polish). 21. Cost of sales Figures in 3 months 6 months 3 months 6 months Canadian Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010
Production cost 5 186 015 11 347 998 6 319 206 12 517 949 Inventory (506 518) (693 470) 3 141 967 (207 676) movement 4 679 497 10 654 528 9 461 173 12 310 273 Depreciation of 1 526 118 3 352 167 2 578 883 5 105 833 property, plant and equipment Depletion of 293 978 495 721 531 364 1 111 673 mineral property interest 1 820 096 3 847 888 3 110 247 6 217 506
6 499 593 14 502 416 12 571 420 18 527 779 22. Operating profit (loss) Figures in 3 months 6 months 3 months 6 months Canadian Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010 Operating profit (loss) for the period is stated after accounting for the following: (Profit) loss (129 202) (129 202) 34 496 34 496 on sale of property, plant and equipment Depreciation on 1 526 118 3 352 167 2 578 883 5 105 833 property, plant and equipment Depletion 293 978 495 721 531 364 1 111 673 mineral property interests Employee costs 469 196 959 464 521 456 1 000 081 23. Investment income Figures in 3 months 6 months 3 months 6 months Canadian Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010 Interest revenue Bank 69 006 176 267 82 105 95 451 24. Finance costs Figures in 3 months 6 months 3 months 6 months Canadian Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010 Capital leases 64 096 92 219 (121 323) 32 768 obligation Bank 67 735 148 724 98 944 147 902 131 831 240 943 (22 379) 180 670 25. Income tax expense Figures in 3 months 6 months 3 months 6 months Canadian Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010
Major components of the tax income
Current tax Local income 2 000 - 188 613 190 000 tax current period Deferred tax Movement in (899 793) (932 364) 107 066 1 172 132 deferred tax balance (897 793) (932 364) 295 679 1 362 132
26. Earnings (loss) per share Basic and diluted earnings (loss) per share Basic earnings (loss) per share was calculated based on a weighted average number of ordinary shares of 35 492 571 for the 3 months ended August 31, 2011 (3 months ended August 31, 2010:34 545 683) and for the 6 months ended August 31, 2011 35 492 571 (6 months ended August 31, 2010:33 194 558). Figures in Canadian 3 months 6 months 3 months 6 months Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010 Reconciliation of earnings (loss) for the period to basic earnings (loss) Total comprehensive 2 031 312 (306 588) (7 091 833) (7 965 933) profit (loss) Adjusted for: Non-controlling 177 520 467 662 223 682 355 196 interest Basic earnings (loss) 2 208 832 161 074 (6 868 151) (7 610 737) attributable to owners of the Company Diluted earnings (loss) per share is equal to earnings (loss) per share because there are no dilutive potential ordinary shares in issue. Headline earnings (loss) per share Figures in Canadian 3 months 6 months 3 months 6 months Dollar ended ended ended ended 31 August 31 August 31 August 31 August 2011 2011 2010 2010
Reconciliation between basic earnings (loss) and headline earnings (loss) Basic earnings (loss) 2 208 832 161 074 (6 868 151) (7 610 737) Adjusted for: Exchange differences on (944 886) 186 674 4 796 433 4 812 016 translating foreign operations Headline earnings 1 263 946 347 748 (2 071 718) (2 798 721) (loss) attributable to owners of the Company 27. Contingencies Bank indebtedness The Company has an overdraft facility in the amount of ZAR28.0 million ($3.9 million) available for its operations. This facility has an interest cost of prime (currently 9% per annum) plus 0.6%.The security for the ZAR28.0 million consists of 2 covering bonds (First Lien) of ZAR10.0 million ($1.4 million) each over loose assets and property of the farm Holpan. HC van Wyk Diamonds Ltd, Klipdam Mining Company Ltd, Saxendrift Mine (Pty) Ltd held guarantees with the bank towards Eskom (Electricity Provider) of ZAR4,856,100 ($663,828) and the Department of Minerals and Energy (DME) of ZAR21,367,228 ($2,920,896) towards rehabilitation expenses. Kwango River Project, Democratic Republic of Congo'' Rockwell`s subsidiary, Durnpike Investments (Proprietary) Limited`s ("Durnpike") interest in the Kwango River project that was constituted by an agreement ("Midamines Agreement") which was concluded betweenDurnpike and Midamines SPRL ("Midamines"), the holder of the permit for the Kwango River Project, during 2006, in terms of which Durnpike was to act as independent contractor on behalf of Midamines to manage and carry out exploration activities and potentially, mining activities.Durnpike was entitled to an 80% share of the net revenue from the sale of any diamonds produced from the contract area. Under the Midamines Agreement, Durnpike agreed to certain minimum royalty payments being made to Midamines, and Midamines undertook certain obligations in favour of Durnpike, including that of procuring and facilitating Durnpike`s access to the Kwango River Project site. The royalties took the form of a series of recurring annual minimum royalty payments of US$1.2 million per annum, as escalated in accordance with the Midamines Agreement (commencing on December 31, 2007).During the first quarter of 2008, pursuant to an amendment to the Midamines Agreement (contained in the Fifth Addendum thereto), Durnpike paid consideration of US$600,000 to Midamines as compensation for access to the entire concession area (Permit 331), as opposed to the limited contract area. As part of such amendment, Midamines waived its right to payment of the above mentioned US$1.2 million royalty payment due on December 31, 2007. Subsequently, and pursuant to Midamines` persistent breach of material provisions of the Midamines Agreement coupled with its failure to remedy such instances of breach not withstanding notice to do so,Durnpike and/or Rockwell cancelled the Midamines Agreement and/or the Fifth Addendum thereto.Midamines thereafter disputed the entitlement of Durnpike and/or Rockwell to cancel the Midamines Agreement.It has referred to arbitration a dispute against Durnpike and Rockwell, in which it claims payment by Rockwell and Durnpike of compensation in the amount of US$41.8 million (while reserving the right to increase the claim to US$68.073 million if the DRC authorities cancel Midamines` permit for the Kwango Project) plus interest.Durnpike and/or Rockwell have defended the claim and have, in turn, instituted a counter- claim in the estimated and provisional amounts of approximately ZAR25.4 million for equipment purchased to undertake exploration and feasibility work, C$1.6 million for start-up and acquisition costs in the DRC, and US$20 million (while reserving the right to increase the counterclaim to at least $164.3 million) as an initial estimate of possible lost earnings. Comprehensive documentation has been filed by the parties and arbitration proceedings were completed in Belgium. Their ruling is expected in October 2011. Subsequent to the quarter ending August 31, 2011, the Company was notified of additional legal fees of Euro90 000 to be paid before the outcome will be announced. 28.First-time adoption of International Financial Reporting Standards The group has applied IFRS 1, First-time adoption of International Financial Reporting Standards, to provide a starting point for the reporting under International Reporting and Accounting Standards. On principle these standards have been applied retrospectively and the August 31, 2010 and February 28, 2011 comparatives contained in these unaudited condensed interim consolidated financial statements differ from those published in the financial statements published for the six months ended August 31, 2010 and the 12 months ended February 28, 2011. The date of transition was March 1, 2010 and the effect of the transition was as follows. Reconciliation of equity at August 31, 2010 Figures in As reported under Effects of IFRS Canadian Canadian GAAP transition to Dollar IFRS
Property, 60 981 504 - 60 981 504 plant and equipment Mineral 30 125 302 (5 301 270) 24 824 032 property interests Investment in 124 440 - 124 440 associate Other assets 2 098 734 - 2 098 734 and deposits Reclamation 3 083 294 - 3 083 294 deposits Total non- 96 413 274 (5 301 270) 91 112 004 current assets
Trade and 10 370 361 - 10 370 361 other receivables Inventories 4 290 932 - 4 290 932 Loan to 47 965 - 47 965 related party Cash and cash 4 631 430 - 4 631 430 equivalents Total current 19 340 688 - 19 340 688 assets Capital leases 1 008 467 - 1 008 467 Trade and 7 354 018 - 7 354 018 other payables Loans from 611 795 - 611 795 related parties Reclamation 3 641 881 - 3 641 881 obligation Current tax 397 762 - 397 762 liability Deferred tax 11 978 066 (7 899 000) 4 079 066 liability Bank overdraft 3 297 300 - 3 297 300
Total 28 289 289 (7 899 000) 20 390 289 liabilities Total assets 87 464 673 2 597 730 90 062 403 less total liabilities
Issued capital 135 989 508 - 135 989 508 Share-based 6 491 550 - 6 491 550 payment reserve Foreign (5 453 970) 2 966 892 (2 487 078) currency translation reserve Retained loss (50 037 917) (369 162) (50 407 079) Minority 475 502 - 475 502 interest
Total equity 87 464 673 2 597 730 90 062 403 29.Events after the reporting period Rockwell Diamonds Inc. committed to the sale of non-core assets which will generate additional cash flows. The assets committed to disposal after the reporting date are as follows: - The sale of Makoenskloof property, located in the Northern Cape, which will be settled on transfer of the property to the buyer, for value $0.9 million. - The disposal of the Holpan DMS plant for a consideration of $2.6 million. A down payment has been received securing the order, which will be effected based on a dismantling and removal program. On October 3, 2011, the Company announced the following changes to the Board of Directors: - David Copeland stepped down as Chairman, but remains on the board as a non- executive director, and will continue contributing on strategic matters while actively supporting the new chairman. - Dr Mark Bristow has been appointed as non-executive Chairman with effect from September 9, 2011. Mark was Acting CEO of Rockwell for six months to May 2011 during which he initiated the strategic review which led to initiatives to improve the production profile and enhance efficiencies. - Johan van`t Hof joined the board of Rockwell as an independent non- executive director and will be appointed to the audit committee. Johan is a C.A. and holds an MBA. Based in Canada, he has wide-ranging experience in the listed company environment including regulatory affairs, financings, mergers and acquisitions and corporate finance. CANADA 13 October 2011 Sponsor Sasfin Capital (a division of Sasfin Bank Limited) Date: 14/10/2011 07:06:01 Supplied by www.sharenet.co.za 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 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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