TORONTO, July 18, 2018 /CNW/ - 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 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.
SOURCE Rockwell Diamonds Inc.
