ROCKWELL DIAMONDS INCORPORATED - Rockwell continued disclosure on filing of Audited Annual Financial Statements

Release Date: 16/08/2018 17:50
Code(s): RDI
 
Wrap Text
Rockwell continued disclosure on 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 continued disclosure on filing of Audited Annual Financial Statements


August 15, 2018, Toronto, ON -- Rockwell Diamonds Inc. ("Rockwell" or the "Company") (NEX:
RDI.H; JSE: RDI) announced today that that there is no change to the status quo, following on to the
Company’s inability to file its audited Annual Financial Statements for the year ended February 28,
2018, and Management’s Discussion and Analysis relating to the Annual Financial Statements
(collectively, the “Required Filings”), which were due to be filed on or before the prescribed deadline
of June 30, 2018. Unaudited filings were however submitted by the Company in this regard.

The Company is still in discussion with a purchaser 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 by the same purchaser of all claims
in all three subsidiaries. The proceeds from such sale will accrue to the Company for the 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. In this outcome, they have indicated
that they would accept the purchase of shareholders’ interest in priority to their claims, in order to
implement an orderly wind down of the Company’s affairs. A final transaction and related agreements,
if enacted, will be subject to court, regulatory and shareholder approval in Canada and South Africa.

Following approvals and completion of the share buy back from shareholders under such outcome,
the Company is expected to surrender its charter and thereby dissolve.

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

The Company was able to prepare all required disclosures, including unaudited Annual Financial

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
Statements and Management Discussion and Analysis for the year ended February 28, 2018, but was
unable to fund the audit fees necessary to complete and file the Required Filings within the prescribed
time due to its current funding constraints.

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.

About Rockwell Diamonds
Rockwell is engaged in the business of operating and developing alluvial diamond deposits. It
currently has no operating subsidiaries.

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)
continued to be in provisional liquidation, having lost control over such subsidiaries during 2017. 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 Exchanges 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
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.

Willem Jacobs, RDI Inc., CEO
Phone - +27 (72) 614 4053
Email: willem.jacobs@randgold.com




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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