TORONTO, Jan. 15, 2021 /CNW/ - Rockwell Diamonds Inc.
("Rockwell" or the "Company") (JSE: RDI) today filed its results
for the period ended November 30,
2020, indicating its strategy to wind the Company's affairs
down in an orderly manner.
The Company confirms that, effective December 23, 2020, the Ontario Securities
Commission granted full revocation of the failure-to-file
cease trade order (the "FFCTO") previously ordered against the
Company on July 5, 2018. Such
revocation is applicable and effective in the provinces of
Ontario, Alberta, Québec, Nova Scotia, New
Brunswick, Manitoba,
Saskatchewan and British Columbia.
The FFCTO was originally imposed as the Company had not filed
within the required timeframe its annual audited financial
statements and management's discussion and analysis for the year
ended February 28, 2018, nor the
certifications of the foregoing filings, as required under Part 4
of National Instrument 51-102 Continuous Disclosure
Obligations.
As at December 15, 2020, the
Company filed all outstanding continuous disclosure documents that
were required to be filed under applicable securities laws, and the
Company is currently fully compliant in all of its required
disclosure filings.
The above position arose as a result of the Company's financial
distress and its subsidiaries in South
Africa falling in financial duress during 2017 and in
liquidation since then, with the final liquidation hearing set for
May 2021.
A related party has made an offer to acquire the shareholders
interest of the Company, if the Company is delisted and taken
private. The offer is inclusive to provide funding to settle
creditors and wind down the affairs of the Company. The debenture
holders have confirmed that they will not seek repayment of the
debentures and surrender their claims in respect of the debentures
on terms to be approved, also indicating that they will support
acceptance of the offer by the related party. Applications will
then be lodged by the Company to delist from the JSE Ltd. (the
"JSE") and to cease to be a reporting issuer in Canada.
As the Company is fully compliant, the Board can now proceed to
formalise the processes and arrange an annual and special general
meeting with shareholders, to amongst other, present the applicable
offer and disclosures for consideration to shareholders.
Any final decisions, arrangements and agreements would be
subject to board approval and shareholder and regulatory in
Canada and South Africa.
About Rockwell Diamonds Inc.
Rockwell was engaged in the business of diamond production and
the acquisition and exploration of natural resource properties. The
Group's mineral properties were located in South Africa and have been deconsolidated
during 2017 due to a loss of control eluded to above.
Rockwell is incorporated in Canada under the British Columbia Business
Corporation Act, and is listed on the JSE.
Forward Looking Statements
Except for statements of historical fact, this news release
contains certain forward-looking information or forward-looking
statements within the meaning of applicable securities law
(together, "forward-looking statements"), including, but not
limited to, statements in this news release with regards to the
liquidation proceedings of the Company subsidiaries, and the
Company delisting and going private transaction. Forward-looking
statements are 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 not all forward-looking
statements contain these identifying words. 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 and readers are cautioned not to place
undue reliance on forward-looking statements as there can be no
assurance that the plans, intentions or expectations upon which
they are placed will occur. Forward-looking statements are based on
the beliefs, estimates, and opinions of the Company's management on
the date the statements are made and involve significant
known and unknown risks and uncertainties. Except
as required by applicable securities
laws, the Company undertakes no
obligation to update these forward-looking statements in the
event that management's beliefs, estimates or opinions, or other
factors, should change.
SOURCE Rockwell Diamonds Inc.
