ROCKWELL DIAMONDS INCORPORATED - Rockwell provides further update on three subsidiaries in provisional liquidation

Release Date: 09/11/2017 07:05
Code(s): RDI
 
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Rockwell provides further update on three subsidiaries in provisional liquidation

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”)

Rockwell provides further update on three subsidiaries in provisional liquidation


November 8, 2017, Toronto, ON -- Rockwell Diamonds Inc. ("Rockwell" or the "Company") (NEX: RDI.H;
JSE: RDI) provides a further update as to the developments with respect to its three subsidiaries in South
Africa which were placed in provisional liquidation on September 12, 2017. These subsidiaries are
Rockwell Resources RSA (Pty) Ltd (Rockwell RSA), HC van Wyk Diamonds Ltd (HC van Wyk) and Saxendrift
Mine (Pty) Ltd (Saxendrift).

Friday, November 3, 2017 was the return date for the liquidation applications against the Company’s
three subsidiaries, including the applications initiated by the business rescue practitioners (“BRPs”)
previously appointed in respect of the subsidiaries, as well as the applications initiated in November 2016
by C-Rock Mining (Pty) Ltd (“C-Rock”).


Following discussions between counsel for the Companies, the BRPs, C-Rock and two parties who
applied for leave to intervene in the proceedings, namely, Ascot Diamonds (Pty) Ltd (“Ascot”) and
Nelesco 318 (Pty) Ltd, it was resolved by agreement that:
    -   both sets of liquidation applications be postponed to March 16, 2018; and
    -   the applications for leave to intervene would be dealt with prior to the liquidation applications,
         namely, on February 23, 2018.


The Court endorsed the agreement and ordered that the liquidation applications be postponed until March
16, 2018.

Following the postponement, the Company is advised that Ascot now has time to continue with its
proposal to acquire the three South African subsidiaries by means of a compromise of claims and then
proceed to acquire N9C, one of the Cayman subsidiaries . The offer to acquire the shares of N9C is from
Istotron (Pty) Ltd, a wholly owned subsidiary of Ascot Diamonds, which is an 18.2% shareholder of the
Company and a significant secured creditor of Rockwell RSA. The preliminary offer is structured to acquire the
business as a going concern, and thus includes an offer of compromise of creditors and claims which
would enable Ascot (through its subsidiary) to take over the Wouterspan mine and restart it. Once that
transaction is agreed with the liquidators and approved by the creditors, a second offer from Ascot (through
Isotron (Pty) Ltd) would proceed whereby Ascot Diamonds will purchase 100% of the share capital of N9C
Resources Limited, the Company`s Cayman Island subsidiary which is the intermediate parent company of the
South African entities. This offer is conditional on the successful acquisition from provisional liquidation of all
claims against the South African subsidiaries, as well as shareholder approval at the Company level.


The Company now understands that Ascot will engage this week in negotiations with provisional
liquidators to get this matter concluded. The three subsidiaries therefore remain in provisional liquidation,
with mining and mineral rights intact and all previous options remain available with five months of time to
conclude on one of them.



For further information on Rockwell and its operations in South Africa, please contact

 Willem Jacobs              Director                                +27 72 27 614 4053



About Rockwell Diamonds
Rockwell has been engaged in the business of operating and developing alluvial diamond deposits.

As at the date of this document, Rockwell’s subsidiary in South Africa (Rockwell Resources RSA Pty
Limited) and its two subsidiaries (HC van Wyk Diamonds Limited and Saxendrift Mine Pty Limited) were
in provisional liquidation with a return date of March 16, 2018 and an offer to purchase the remaining
mine is under consideration by the liquidators.

Rockwell’s common shares trade on NEX under the symbol “RDI.H” and on the JSE Ltd under the symbol
“RDI”. Trading of Rockwell’s shares remains suspended at the request of the Company.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.


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 the transaction and the ability of each party to satisfy the
conditions precedent in a timely manner or at all, 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 of 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.

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