Sharenet Sites 
Sharenet Sites
RDI - Rockwell Diamonds Incorporated - Restructure of BEE transaction with AVR and acquires new mine as part of the agreement 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 TSX: RDI CUSIP Number: 77434W103 Share code on the OTCBB: RDIAF ("Rockwell") ROCKWELL RESTRUCTURES ITS BEE TRANSACTION WITH AVR AND ACQUIRES NEW MINE AS PART OF THE AGREEMENT March 19, 2012 Vancouver, BC - Rockwell Diamonds Inc. ("Rockwell" or the "Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) is pleased to announce that it has reached an agreement with Africa Vanguard Resources ("AVR") on a way forward with respect to the Company`s Northern Cape operations which includes an agreement to acquire AVR`s Jasper Mine property. The Jasper Mine property is contiguous to Rockwell`s Saxendrift Mine and has the potential to extend the life of Saxendrift with limited new investment. As required by South African law, Rockwell entered into an arrangement with AVR to permit them to purchase a 26% interest in the Company under the Black Economic Empowerment (`BEE`) legislative provisions. The management of Rockwell has been in recent ongoing discussions with AVR regarding the replacement of the vendor funding provided by Rockwell to AVR relating to the acquisition by AVR of 26% of HC Van Wyk Diamond Group ("VWDG") and Saxendrift Mine (Pty) Ltd in 2008, the Rockwell subsidiaries which hold the Company`s Northern Cape operations and projects. As part of the agreements, AVR paid an amount of $2.9 million (ZAR22.5 million) with the balance of $7.9 million (ZAR61.6 million) still owing to Rockwell. The restructured agreement includes a payment to AVR by Rockwell of $1.9 million (ZAR15 million). This payment will be in the form of Rockwell shares, listed on the JSE Limited. AVR has undertaken not to trade these shares for a period of one year. Incorporated into the settlement arrangements is the acquisition by Rockwell of the Jasper Mine property from AVR ("the transactions"). The completion of these transactions is subject to various conditions precedent, including the completion by Rockwell of a due diligence investigation, regulatory approvals and obtaining approval from the DMR with respect to certain parts of the transaction. The deadline for the fulfillment of the conditions precedent is December 31, 2013, extendable by mutual agreement between the parties. Preliminary estimates indicate that the past producing Jasper Mine, which is a brownfield opportunity, has remaining diamond-bearing deposits that are easily accessible to the infrastructure at the Saxendrift Mine and could extend the life of Saxendrift Mine mine, which is currently three years. The restructure and unwinding of the AVR transaction on an asset level will, subject to the conditions precedent being fulfilled, provide Rockwell with the opportunity to enter into a new BEE partnership and will also retain AVR as a meaningful shareholder in Rockwell. The Company is actively pursuing discussions with several BEE entities, who have indicated their interest to partner with Rockwell in a value creating transaction. In compliance with the requirements of the Mining Charter, AVR`s shares will be transferred to the new BEE partner once a suitable transaction is concluded. Commenting on the settlement with AVR, Mark Bristow, Chairman of Rockwell said that: "the Rockwell management team has negotiated a settlement which provides for both parties to deal with their own short term challenges whilst simultaneously giving Rockwell the ability to comply with its BEE objectives and growth plans on a commercial basis. Having resolved one of the last remaining legacy issues impacting the Company the management team will be able to spend more time on its diamond value management strategy which is a key driver to delivering on its short and medium plans to create value for all its stakeholders." "This is another step in our journey to create an intermediate value driven diamond business. Our ongoing engagement with several potential BEE partners who share our vision and strategic objectives give us confidence that we will be able to forge a partnership that will add value to our business going forward," said James Campbell, CEO, Rockwell. For further information on Rockwell and its operations in South Africa, please contact James Campbell CEO +27 (0)83 457 3724 Stephanie Leclercq Investor Relations +27 (0)83 307 7587 Legal Advisor to Rockwell Falcon & Hume Inc 7 Eaton Road Sandhurst Tel +27 11 669 7670 Corporate Advisor to Rockwell Allan Hochreiter (Pty) Ltd 4 Fricker Road Illovo Tel +27 11 268 5847 Sponsor to Rockwell Sasfin Capital (a division of Sasfin Bank Limited) Johannesburg 20 March 2012 Date: 19/03/2012 14:40:40 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.
