ROCKWELL DIAMONDS INCORPORATED - Rockwell announces delay in filing of Audited Annual Financial Statements

Release Date: 29/06/2018 07:52
Code(s): RDI
 
Wrap Text
Rockwell announces delay in filing of Audited Annual Financial Statements

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 announces delay in filing of Audited Annual Financial Statements


June 28, 2018, Toronto, ON -- Rockwell Diamonds Inc. ("Rockwell" or the "Company") (NEX: RDI.H;
JSE: RDI) announced today that it will be unable to file audited versions of its annual financial
statements for the year ended February 28, 2018, its Management’s Discussion and Analysis relating
to the Annual Financial Statements, and its Annual Information Form (collectively, the “Required
Filings”) which are required to be filed on or before the prescribed deadline of June 30, 2018.

At the Company’s request, Rockwell’ shares were delisted at the end of August 2017 from the
Toronto Stock Exchange and concurrently listed on the NEX, a separate board of the TSX Venture
Exchange. The NEX provides a trading forum for listed companies that have fallen below TSX and
TSX Venture’s ongoing listed standards, or companies that have low level of business activity or have
ceased to carry on active business. The Company is still listed on the Johannesburg Stock Exchange
Limited in South Africa under the symbol “RDI”

Trading of Rockwell’s shares has been suspended since March 24, 2017, initially at the request of the
Company.

The Company is still in discussion with an investor/s with the objective for the Company to dispose of
its investment in its Cayman Island subsidiary, N9C whose main asset is the shares of Rockwell RSA.
This transaction is contingent on the successful acquisition of all claims by the same investor/s of all
the claims in all three subsidiaries. The proceeds from such sale will accrue to the Company for
purposes of settling with trade creditors of the Company, and making an offer to shareholders to
acquire their shares in a going private transaction. The two debenture holders in the Company have
indicated that they will not seek repayment and will surrender their debentures. They will accept the
purchase of shareholders’ interest in order to implement an orderly wind down of the Company’s
affairs. A final transaction and related agreements will be subject to court, regulatory and shareholder
approval in Canada and South Africa, and are expected to take to end August 2018.

Company Registration No.: 2007/031582/10                                                                                                           www.rockwelldiamonds.com

c/o Fasken Martineau duMoulin, Bay Adelaide Centre, Suite 2400, 333 Bay Street, Toronto, Ontario, M5H 2T6 Tel: +416 366 8381 Fax: +416 364 7813
Rockwell Site Office Saxendrift Farm, Pixley Ka Seme District Municipality, Douglas, South Africa, 8730 Tel: +27 (0) 53 531 1300 Fax: +27 (0)86 206 2171
                                                                                                                                                           NEX: RDI.H JSE: RDI
Following approvals and completion of the share buy back from shareholders, the Company is
expected to surrender its charter and thereby dissolve.

It is important to note that any other potential buyer that offer on his own or in combination with other
commercial actions by the liquidator may therefor impact on the sale of N9C to an investor and will
therefore impact on the ability of the Company to wind up its business in an orderly manner as
outlined above.

The Company was unable to complete and file the Required Filings within the prescribed time due to
its current funding constraints and uncertainty of outcome of the liquidation process of its subsidiaries
in South Africa, which is detrimental to the success of disposing of N10C and raising funds to
consider and complete a share buy back from shareholders.

The Company confirms that it will satisfy the provisions of the alternative information guidelines under
National Policy 12-203 by issuing bi-weekly default status reports in the form of news releases so long
as it remains in default of the filing requirements set out above. The Company is not subject to any
insolvency proceedings at the present time and there is no other material information relating to the
affairs of the Company that has not been generally disclosed.

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

Willem Jacobs                         Chief Executive Officer                           + 27 (0)72 614 4053


About Rockwell Diamonds
Rockwell is 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)
had been placed in provisional liquidation. The return date for hearing on the liquidation order is
August 17, 2018.

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

This press release contains forward-looking statements, which may be identified by words like
"expects", "anticipates", "plans", "intends", "indicates" or similar expressions. These
statements are not a guarantee of future performance and are inherently subject to risks and
uncertainties. Rockwell’s actual results could differ materially from those currently anticipated

Company Registration No.: 2007/031582/10                                                                                                           www.rockwelldiamonds.com

c/o Fasken Martineau duMoulin, Bay Adelaide Centre, Suite 2400, 333 Bay Street, Toronto, Ontario, M5H 2T6 Tel: +416 366 8381 Fax: +416 364 7813
Rockwell Site Office Saxendrift Farm, Pixley Ka Seme District Municipality, Douglas, South Africa, 8730 Tel: +27 (0) 53 531 1300 Fax: +27 (0)86 206 2171
                                                                                                                                                           NEX: RDI.H JSE: RDI
due to a number of factors set forth in reports and other documents filed by the Company with
Canadian securities regulatory authorities from time to time. See www.sedar.com which
contains all securities files.




Company Registration No.: 2007/031582/10                                                                                                           www.rockwelldiamonds.com

c/o Fasken Martineau duMoulin, Bay Adelaide Centre, Suite 2400, 333 Bay Street, Toronto, Ontario, M5H 2T6 Tel: +416 366 8381 Fax: +416 364 7813
Rockwell Site Office Saxendrift Farm, Pixley Ka Seme District Municipality, Douglas, South Africa, 8730 Tel: +27 (0) 53 531 1300 Fax: +27 (0)86 206 2171
                                                                                                                                                           NEX: RDI.H JSE: RDI

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