Wrap Text
Payment to shareholders and delisting of Rockwell
ROCKWELL DIAMONDS INC.
(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
(“Rockwell” or “the Company”)
Rockwell Diamonds Completes Amalgamation Transaction
Payment to shareholders
Delisting of Rockwell
March 17, 2021, Toronto – Rockwell Diamonds Inc. (“Rockwell” or the “Company”) (JSE: RDI) is pleased to announce
the successful completion of its previously announced amalgamation (the “Amalgamation”) with 1274787 B.C. Ltd.
(“Bristco”), a corporation existing under the laws of British Columbia and wholly-owned by Mark Bristow, a director of the
Company. The Amalgamation was approved by the shareholders of the Company (the “Shareholders”) at the Company’s
annual and special meeting of Shareholders held on March 2, 2021. The Amalgamation was completed pursuant to the
Business Corporations Act (British Columbia), on the terms set out in the acquisition agreement and amalgamation
agreement between Rockwell and Bristco, each dated January 15, 2021. Pursuant to the Amalgamation, each outstanding
common share of Rockwell (the “Common Shares”), other than Common Shares held by Mark Bristow, were cancelled
and exchanged for a redeemable preferred share of the amalgamated corporation on a one-for-one basis and each
redeemable preferred share will be redeemed for cash consideration of C$0.005 per Common Share.
Shareholders who have questions or require assistance with submitting their Common Shares in connection with the
Amalgamation may direct their questions to: (i) Computershare Trust Company of Canada by phone toll free at 1-800-564-
6253 or by email at corporateactions@computershare.com, or (ii) Computershare Investor Services Proprietary Limited by
phone at 0861 100 634 or toll free at +27 11 370 5000 or by email at corporate.events@computershare.co.za, each of which
is acting as depository for the Amalgamation. Further information regarding the Amalgamation is available in the
management information circular of the Company dated February 1, 2021, which is available under Rockwell’s SEDAR
profile at www.sedar.com.
Important dates:
Last day to trade Common Shares on the JSE in order to be recorded in the SA
Branch Register to become entitled to receive payment of the Redemption
Amount of C$0.005 / 05.91645 cents remains Wednesday, 3 March 2021
Record date to be recorded in the SA Branch Register in order to be for shareholder
To be entitled to receive payment of the Redemption Amount remains Monday 8 March 2021
Date on which the Amalgamation became effective Wednesday 17 March 2021
Date for payment to the shareholders of the Redemption Amount Wednesday 24 March 2021
Date of delisting of Common Shares on the JSE at the commencement
of trading, on or about Thursday 25 March 2021
Delisting and Reporting Issuer Status
It is anticipated that the Common Shares will be delisted from the JSE Limited (the “JSE”) on or about March 25, 2021. The
Company has applied to the Canadian securities regulatory authorities to cease to be a “reporting issuer” under applicable
Canadian securities legislation. Once the Company ceases to be a reporting issuer, the Company will no longer be subject
to the ongoing continuous disclosure and reporting obligations currently imposed upon the Company as a reporting issuer
under such legislation.
Forward-Looking Statements
Certain of the information contained in this news release constitutes ‘forward-looking statements’ within the meaning of
securities laws. Such forward-looking statements, including but not limited to statements relating to the delisting from the
JSE, and the anticipated timing of the delisting, involve risks, uncertainties and other factors which may cause the actual
results to be materially different from those expressed or implied by such forward-looking statements. Such factors include,
among others,
obtaining required regulatory approvals. Although the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any
forward-looking statements, except in accordance with applicable securities laws.
No regulatory authority has approved or disapproved the information contained in this news release.
For more information about Rockwell Diamonds Inc., please contact:
Mark Bristow, President of Rockwell Diamonds Inc.
Phone: +44 788 071 1386
Email: Mark.bristow@barrick.com
18 March 2021
Transaction Sponsor: Sasfin Capital (a member of the Sasfin Group)
Date: 18-03-2021 12:21:00
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