Rockwell announces an acquisition which will expand its operating and resource footprint in the Middle Orange River region of South Africa.

January 6, 2015, Vancouver, BC – Rockwell Diamonds Inc. (“Rockwell” or the “Company”) (TSX: RDI; JSE: RDI) is pleased to announce that it has entered into a conditional agreement to acquire certain alluvial diamond properties and associated plant and equipment from Bondeo 140 CC and its affiliates which own and operate alluvial diamond properties for a total consideration of $28.5 million (ZAR 284.2 million) (“the Transaction”). The assets are contiguous to Rockwell’s existing properties and will significantly enlarge its operating and resource base, thus leveraging the Company’s growth in the Middle Orange River (“MOR”) region.

The total acquisition consideration comprises of $12.0 million (ZAR120 million) for the mineral rights and three fit-for-purpose processing plants with such consideration payable on the closing date. The remaining $16.5 million (ZAR 164 million), allocated to earthmoving fleet and other associated equipment, is made up of $3.9 million (ZAR38.6 million) to be paid to the sellers over a period of ten months in equal instalments and the balance relating to equipment leases and hire purchases, intended to be refinanced on similar terms with South African financial institutions and / or current mobile fleet and equipment supply partners.

The transaction is subject to conditions precedent, including customary regulatory approvals and the Company completing a financing on or before March 31, 2015 in order to raise the $12.0 million (ZAR120 million) payable on the closing date. Rockwell expects that the closing will occur in Q2 2015, subject to the satisfaction of all conditions precedent.

Rockwell has engaged Dundee Capital Markets to assist it in connection with its expected financing for part of the purchase price payable by Rockwell pursuant to the transaction.

A further detailed announcement will be provided in due course.

Commenting on the transaction James Campbell, CEO and President said:

“We are delighted to have concluded this agreement as it represents an exciting growth platform for Rockwell. Our executive and operational management have demonstrated their alluvial diamond production expertise during Rockwell’s corporate turnaround and have the capacity to take on these additional assets. We have reviewed a number of consolidation opportunities and the transaction met all our strategic criteria. Its assets are contiguous to our existing MOR operations, which are known for their gem quality diamonds. We know the geology of the area. So these new assets offer economies of scale, with the potential to reduce the volatility of our quarterly production results and take us above our target of processing 500,000m3 per month. It will also give us the opportunity to allocate our financial, human and intellectual capital more efficiently across a broader resource base. Furthermore we have a long standing working relationship with the sellers of the assets which we are acquiring, who initially brought this opportunity to the table and we have agreed to work together in order to find additional opportunities that might benefit both parties.”

All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

Conference Call:

Rockwell will host a telephone conference call on Wednesday, January 7, 2015 at 10:30 a.m. Eastern Time (17:30 p.m. Johannesburg) to discuss these results. The conference call may be accessed as follows:

Country Access Number
Canada and Canada (Toll-Free) 1 855 481 5362
South Africa (Toll-Free) 0 800 200 648
South Africa – Johannesburg 011 535 3600
South Africa – Cape Town 021 819 0900
UK (Toll-Free) 0808 162 4061
Other Countries (Intl Toll) +27 11 535 3600
Other countries – Alternate +27 10 201 6800

A transcript of the audio webcast will be available on the Company’s website: www.rockwelldiamonds.com. The conference call will be archived for later playback until midnight (ET) January 12, 2015 and can be accessed by dialling the relevant number in the table below and using the pass code 33798#.

Country Access Number
South Africa (Telkom) 011 305 2030
USA and Canada (Toll Free) 1 855 481 5363
Other Countries (Intl Toll) +27 11 305 2030
UK (Toll-Free) 0 808 234 6771

 

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

James Campbell                CEO                                              +27 (0)83 457 3724

Stéphanie Leclercq           Investor Relations                          +27 (0)83 307 7587

David Tosi                          PSG Capital – JSE Sponsor          +27 (0)21 887 9602 

About Rockwell Diamonds:

Rockwell is engaged in the business of operating and developing alluvial diamond deposits, with a goal to become a mid-tier diamond production company. The Company’s flagship mine is the Saxendrift Mine, in the MOR. It has recently built two new internally funded mines in the MOR region, namely the Saxendrift Hill Complex and the Niewejaarskraal Mine which are both in production. Rockwell also has a development project and a pipeline of earlier stage properties with future development potential. The operations are based on high throughput processing capability and Saxendrift has among the lowest unit costs in the industry as a result of implementing fit for purpose technologies.

The Company is known for producing large, high quality gemstone comprising a major portion of its diamond recoveries that is enhanced through a beneficiation joint venture that enables it to participate in the profits on the sale of the polished diamonds.

Rockwell also evaluates consolidation opportunities which have the potential to expand its mineral resources and production profile and to provide accretive value to the Company.

No regulatory authority has approved or disapproved the information contained in this news release.

Forward Looking Statements

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is 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 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.

Factors that could cause actual results to differ materially from those in forward-looking statements include uncertainties and costs related to the transaction and the ability of each party to satisfy the conditions precedent in a timely manner or at all, exploration and development activities, such as those related to determining whether mineral resources exist on a property; uncertainties related to expected production rates, timing of production and cash and total costs of production and milling; uncertainties related to the ability to obtain necessary licenses, permits, electricity, surface rights and title for development projects; operating and technical difficulties in connection with mining development activities; uncertainties related to the accuracy of our mineral resource estimates and our estimates of future production and future cash and total costs of production and diminishing quantities or grades if mineral resources; uncertainties related to unexpected judicial or regulatory procedures or changes in, and the effects of, the laws, regulations and government policies affecting our mining operations; changes in general economic conditions, the financial markets and the demand and market price for mineral commodities such as diesel fuel, steel, concrete, electricity, and other forms of energy, mining equipment, and fluctuations in exchange rates, particularly with respect to the value of the US dollar, Canadian dollar and South African Rand; changes in accounting policies and methods that we use to report our financial condition, including uncertainties associated with critical accounting assumptions and estimates; environmental issues and liabilities associated with mining and processing; geopolitical uncertainty and political and economic instability in countries in which we operate; and labour strikes, work stoppages, or other interruptions to, or difficulties in, the employment of labour in markets in which we operate our mines, or environmental hazards, industrial accidents or other events or occurrences, including third party interference that interrupt operation of our mines or development projects.

For further information on Rockwell, Investors should review Rockwell’s home jurisdiction filings that are available at www.sedar.com.