Rockwell Announces Further Details On Its Acquisition Of Trans Hex’S Alluvial Diamond Operations & Projects In Middle Orange River Area, South Africa

March 12, 2007, Vancouver, BC – Rockwell Ventures Inc. (“Rockwell” or the “Company”) (TSXV: RVI; OTCBB: RVINF) is pleased to announce further details regarding the Middle Orange Operations and Projects.

On March 6, 2007, Rockwell and Trans Hex Group Limited (“Trans Hex”) announced that the companies have entered into an agreement whereby Rockwell’s wholly owned South African subsidiary, Rockwell Resources RSA (Pty) Ltd. (“Rockwell RSA”), may acquire two open pit alluvial diamond mines and three alluvial diamond exploration projects from Trans Hex (“the Transaction”).

Trans Hex, through its wholly-owned subsidiary, Trans Hex Operations (Pty) Ltd. (“THO”), is the owner of two open pit alluvial diamond mines, namely Saxendrift and Niewejaarskraal, and three alluvial diamond exploration projects, namely Kwartelspan, Zwemkuil-Mooidraai and Remhoogte-Holsloot, which are located along the southern bank of the Middle Orange River between Douglas and Prieska in the Northern Cape Province of South Africa and which are collectively referred to as the Middle Orange River Operations and Projects or “MORO”. Rockwell’s Wouterspan alluvial diamond operation is located on the north bank of the Middle Orange River immediately adjacent to the Saxendrift and Niewejaarskraal diamond mines.

The MORO includes (but are not limited to):

  • the rights to prospect and explore for and/or mine precious stones and/or other minerals and/or metals held directly or indirectly by THO in the Saxendrift area of the Northern Cape Province of South Africa (see MORO Mineral Rights table below);
  • a series of large remnant alluvial diamond terraces comprising approximately 8.7 million cubic metres of indicated resources and 30.4 million cubic metres of inferred resources;
  • the material plant, machinery, equipment and other movable assets owned and/or used by THO – These operating assets were independently valued by Manhattan Mining Equipment (Pty) Limited in April 2005 at South African Rand (“ZAR”) 53 million (C$8.5 million);
  • the employees of THO in terms of Section 197 of South Africa’s Labour Relations Act of 1995; and
  • a rehabilitation liability which will be taken over by Rockwell on the basis that the tailings and other heaps of unprocessed diamond bearing middlings gravel and Rooikoppies gravels will be reprocessed by Rockwell to recover contained diamonds.

The Wouterspan alluvial operation, in which Rockwell recently acquired a 51% equity interest through its purchase of Durnpike Investments (Pty) Ltd., is located on the north bank of the Middle Orange River across from the Saxendrift – Niewejaarskraal mines of THO. The Wouterspan diamond bearing gravel sequence constitutes a large alluvial diamond deposit, which is a remnant of an extensive braided river system represented by coarse gravel deposits, sand rich lenses, an upper calcrete layer and surface deflation layer typically referred to as the ‘Rooikoppies’. Deposits found at Wouterspan are contiguous with the Saxendrift and Niewejaarskraal deposits located on the south bank of the river.

The Saxendrift area has had a long history of diamond production dating back to the mid 1920′s. An estimated 96,000 carats (“ct”) of diamonds were extracted from the area between 1928 and 1964. Trans Hex commenced exploration and mining in the area in 2000 through a merger with GEM Diamond Mining Limited, which held the mineral rights to Saxendrift at that time.

The Saxendrift Mine comprises three mining areas: Brakfontein, Saxendrift Terrace A and Saxendrift Terrace B. From commissioning to the end of 2005, the Saxendrift Mine produced a total of 76,803 ct. The largest gem quality stone ever produced by Trans Hex — a 216 ct octahedron — was from the Saxendrift operation in 2001. Saxendrift also held the Trans Hex record for the highest dollar per ct price with a 9.22-ct blue stone that was sold in 2003 for in excess of US$45,000/ct. Production on Saxendrift was achieved by open cast mining methods with processing and recovery being achieved by a combination of rotary pan plants, dense media separation (“DMS”), and Flow-sort X-ray recovery.

THO began its development of the Niewejaarskraal Mine with a bulk sampling program in mid-2001. A DMS plant was erected on site and full-scale production commenced in April 2002. This operation was suspended in late 2006.

During its tenure of the MORO, THO also conducted exploration and evaluation work on several large alluvial gravel terraces to the north east of Saxendrift, namely Kwartelspan, and to the south west of Niewejaarskraal, namely Vieglandsput, Zwemkuil-Mooidraai and Remhoogte-Holsloot. Exploration work conducted on the adjacent properties included reverse circulation drilling, trenching and bulk sampling. Resource information obtained from these activities, including gravel volumes, grades, diamond resources, and diamond value estimates are included in the MORO Diamond Resources table below.

The mineral rights holding of the properties which would be acquired by Rockwell on successful completion of the Transaction are indicated in the table below. The majority of the mineral rights listed below have already been converted by Trans Hex to new order rights under South Africa’s Mineral and Petroleum Development Act, 2002. Saxendrift mine rights are currently the subject of a conversion process which is being progressed by Trans Hex. Trans Hex Group will transfer all its relevant mineral rights and associated assets into a new special purpose vehicle (“Saxendrift SPV”) which Rockwell will acquire via Rockwell RSA.

MORO MINERAL RIGHTS

PART 1 – SAXENDRIFT MINING OPERATIONS

 

FARM NAME

PORTION

SIZE (Ha)

HOLDER AT SIGNATURE DATE

TRANS HEX RIGHTS Saxendrift 20 Ptn of Rem

1368.2940

Trans Hex Operations
Saxendrift 21 Remainder
Saxendrift 21 Ptn of Ptn 1
MVELA RIGHTS Saxendrift 20 Ptn of Rem

359.0000

Mvela Exploration

PART 2 – NIEWEJAARSKRAAL MINING OPERATIONS

TRANS HEX RIGHTS Niewejaarskraal 40 Ptn of Ptn 6

1766.3900

Trans Hex Operations
  Niewejaarskraal 40 Ptn of Ptn 4

 
  Niewejaarskraal 40 Ptn of Ptn 2

 
  Viegulands Put 39 Ptn of Rem

 
MVELA RIGHTS Viegulands Put 39 Ptn of Rem

324.1050

Mvela Exploration
  Niewejaarskraal 40 Ptn of Ptn 6

995.2000

Mvela Exploration

PART 3 – PROSPECTING PROJECTS

KWARTELSPAN PROJECT Kransfontein 19 Ptn 1

903.6500

Mvela Exploration
Kwartelspan 25 Remainder
REMHOOGTE-HOLSLOOT PROJECT Remhoogte 152 Ptn of Ptn 1

2798.5110

Pioneer Minerals
Holsloot 47 Ptn of Rem
  Ptn of Ptn 3

1049.5900

Trans Hex Operations
ZWEMKUIL-MOOIDRAAI PROJECT Zwemkuil 37 Ptn of Rem

2488.1240

Mvela Exploration
Mooidraai 36 Ptn of Rem

2901.0000

Ptn – portion; Rem – remainder

In 2006, Trans Hex commissioned an Independent Techno-Economic Valuation Report (the “Venmyn Report”) in the form of a Competent Persons Report, by Venmyn Rand (Pty) Ltd (“Venmyn”) authored by C. A. Telfer, Pr. Sci. Nat., G. D. Stacey, B. Sc. Eng., M. C. Ecklund, AMSAIMM, and A. G. Bloomer, Pr. Sci. Nat. The Venmyn Report was prepared to assess and characterize the technical and economic potential of the MORO in respect of a decision made by Trans Hex to dispose of MORO diamond bearing resources and assets. A report compliant with National Instrument 43-101- Standards of Disclosure for Mineral Projects (“NI43-101″) will be completed shortly.

The MORO operations and exploration projects have indicated and inferred diamond resources, as shown in the table below. All resources were independently audited by Venmyn and prepared in accordance with the South African Mineral Resource Code (“SAMREC”) and the JSE Listings Requirements.

The Venmyn Report describes in detail the various technical activities undertaken as they relate to the resource estimations. The volumetric measurements were determined by geologic stratigraphic mapping, drilling, and bulk sampling. In addition, density measurements were undertaken on bulk samples and production samples. The bulk sample methodology is described in the Venmyn Report.

Resource evaluation programs have been undertaken in a number of campaigns as early as 1982 and include 1996 through 1997. Trans Hex has undertaken drill programs from 2000 to 2001 comprised of 30,184 meters drilling on grids of 50 meters by 50 meters and 25 meters by 25 meters.

Diamond grades were estimated from bulk samples and production records.

The Venmyn Report confirms that the mineral tenure is a mix of “old order” rights and new converted rights. Those leases that currently have “old order” rights have had the “new order’ rights applied for and it is anticipated that they will be issued in the normal course. Surface rights over Saxendrift are owned outright and there are land use agreements on the remaining properties.

In addition there are Environmental Management Program reports for all the additional mining and exploration operations. There is also a registered environmental trust fund which is utilized for the various operations; this trust fund will be assumed by Rockwell.

The operations require water use licenses (WUL), for mining and bulk sample operations. The various operations have the respective WUL. There has also been a “Social and Labour Plan” filed with the Department of Minerals and Energy (DME) which is required as part of mining activities.

MORO DIAMOND RESOURCES

MINE/PROJECT

MINING AREA

RESOURCE
CLASSIFICATION 

VOLUME
cubic meters (m³) 

GRADE
(carat/100m³)

 

CARATS

Saxendrift
Mine

Saxendrift Terrace A

Indicated

1,838,000

0.83

15,207

Inferred

5,723,000

0.48

27,344

Saxendrift Terrace B

Indicated

422,000

1.15

4,850

Inferred

1,821,000

0.68

12,334

Stockpiles

Indicated

415,000

0.47

1,947

Inferred

263,000

0.29

763

Total/Average Saxendrift Mine Indicated

2,675,000

0.82

22,004

Total/Average Saxendrift Inferred

7,807,000

0.52

40,441

Niewejaarskraal Mine

Niewejaarskraal

Indicated

4,174,000

0.80

33,376

Inferred

1,696,000

0.48

8,132

Viegulandsput

Indicated

1,864,000

1.16

21,703

Inferred

1,465,000

0.47

6,911

Nieweskraal TB2

Inferred

4,919,000

0.90

44,066

Total/Average Niewejaarskraal Mine Indicated

6,038,000

0.91

55,079

Total /Average Niewejaarskraal Mine Inferred

8,080,000

0.73

59,109

Zwemkuil-Mooidraai

N/A

Inferred

1,640,000

0.95

15,643

Remhoogte-Holsloot

N/A

Inferred

11,503,000

1.15

131,781

Kwartelspan

N/A

Inferred

1,385,000

1.50

20,838

  Total/Average of Exploration Projects Inferred

14,528,000

1.16

168,262

  Grand Total – Indicated Resources

8,713,000

0.88

77,083

  Grand Total – Inferred Resources

30,415,000

0.88

267,812

Studies by THO indicated densities or specific gravities of 2.2 for Basal gravels and 1.90 for Middlings gravels at the Saxendrift mines. The deposits are similar at all the mines and projects described above and an average density or specific gravity of 2.1 would be used to convert cubic meters to tonnes, which would be the norm for resources reported under NI 43-101. Hence, the total indicated mineral resources would be 18.3 million tonnes and the total inferred mineral resources would be 63.9 million tonnes.

David Copeland, P.Eng, a qualified person who is also the CEO and a Director of Rockwell, has reviewed this news release and supervised the preparation of the scientific or technical information that forms the basis of this news release. In his opinion, the definitions and standards of SAMREC are substantively similar to the definitions and standards of the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM Standards”) which are recognized by the Canadian regulatory authorities and NI 43-101; and a reconciliation of the resources between the SAMREC Code and the CIM Standards does not provide a materially different result.

Exploration for and production of alluvial diamonds is common in South Africa. There are specific regulatory requirements covering mineral title and environmental aspects. In addition, there are established transparent markets and processes for sales. Rockwell currently uses a standard tender process for the sale of its production. Rockwell’s operations team is familiar with these requirements and will pursue the acquisition of the properties; however, assessment of potential opportunities and challenges has been and will continue to be part of Rockwell’s due diligence.

Average diamond prices realized by THO through Trans Hex tender sales for Saxendrift during the period May 2001 to the end of 2005 were US$1400/ct, and an average price of US$1375/ct was achieved for Niewejaarskraal for the period September 2001 to the end of 2005. At Rockwell’s Wouterspan operation an average price of about US$2508/ct was achieved by means of Rockwell tender sales in the 11 month period from March 1, 2006 to January 30, 2007. This high average value was strongly influenced by the recovery of a number of large diamonds in this period, including three stones of over 100 ct.

The Venmyn Report indicated that the profitability of certain contributing MORO properties was reduced under the THO operating and cost structures, and necessitated that mining operations cease at the Saxendrift and Niewejaarskraal Mines.

Across the Middle Orange River from the MORO, Rockwell’s Wouterspan tonnage and carat production, grade, and total operating costs for the 11 month period March 1 2006 to January 30 2007, as compiled from company records, are significantly lower.

Wouterspan Production 11 months Monthly average
Production (tonnes) 2 420 000 tonnes 220 000
Carats 7 838.10 712.6
Grade (carats/hundred tonnes) 0.32 0.32
Total costs (Rand/tonne) ZAR27.58 ZAR27.58

In respect of the disposal process embarked upon by THO, Venmyn noted that sufficient technical and economic data had been identified and quantified in the Venmyn Report to confirm the economic potential of the MORO in the hands of a specialist operator able to affect the required economies of scale. In its opinion, divesting of these assets to a junior company with lower cost structures made sense in order to allow Trans Hex to focus on the development of its flagship operations and the acquisition of projects more suited to its strategy and cost and operating structures.

Rockwell expects that the value of the MORO will be realized better as a consequence of the company’s ability to exploit these deposits on a high volume, low cost basis. This approach will emulate the volume-based development and mining strategy as applied at its Wouterspan operation adjacent to Saxendrift and Niewejaarskraal, and Rockwell’s other operations at Holpan-Klipdam operations, north of Kimberley, thereby achieving economies of scale, low unit costs, and realizing latent value in the ground. It is on this basis that the Venmyn Report recognized the value of the in-situ volumes for the Saxendrift, Niewejaarskraal and adjacent diamond bearing alluvial properties, taking into consideration the classified diamond resources and attaching a market-related value per unit volume based upon both grade and level of confidence.

Merits of the MORO include:

  • the scarcity of well developed and well understood diamond projects in South Africa, and prevailing market conditions of high demand and high stone prices;
  • the high stone prices for which the Saxendrift Mine is renowned, which have been achieved on a regular basis – the Niewejaarskraal Mine has also produced diamonds of similar values;
  • the rights to additional exploration projects adjacent to the current operations; these projects represent future upside potential which could be developed using the established mining infrastructure;
  • the existing processing and final recovery plant on Saxendrift and Niewejaarskraal including pan plants, Dense Media Separation plants, and X-ray recovery units, as well as a limited amount of serviceable earth moving equipment,
  • the well established infrastructure that is in place on the Saxendrift and Niewejaarskraal mines including offices, service bays, accommodation and catering facilities, electrical power, and water reticulation which will support simultaneous operation on all properties; and
  • Security infrastructure implemented by Trans Hex and the ability to link these into systems run by Rockwell.

Acquiring the MORO properties will allow Rockwell to combine its Wouterspan operation with that of the Saxendrift and Niewejaarskraal mines and thereby optimise the utilization of its management and operating teams and structures at Wouterspan, which is located directly across the Middle Orange River from Saxendrift and Niewejaarskraal.

Significantly, the acquisition of the MORO mines and projects will position Rockwell as a dominant development, mining and exploration company in the Middle Orange River area and thus able to mine and market high value gemstone diamonds. Rockwell intends to increase its current diamond production which averages approximately 2000 ct/month.

It is proposed that Rockwell will pay a cash purchase consideration to Trans Hex of approximately ZAR100.4 million and will assume potential liabilities for staff layoffs (capped at ZAR5 million) and rehabilitation bonds (capped at ZAR4.25 million) (All such payments and liabilities are expected to total approximately C$17.5 million, subject to adjustment depending on the final combination of assets acquired.) As noted above, Trans Hex will transfer all its relevant mineral rights and associated assets into a new special purpose vehicle (“Saxendrift SPV”), which Rockwell will acquire via Rockwell RSA for the consideration indicated above.

The implementation of the Transaction is subject to fulfillment of certain conditions precedent including:

  • The unconditional approval of South Africa’s Competition Commission (or if such approval is subject to conditions, such conditions being acceptable to Trans Hex and Rockwell);
  • All requisite consents by South Africa’s Minister of Minerals and Energy to the cession and transfer of the underlying mining and prospecting rights pertaining to the MORO to the Saxendrift SPV and the acquisition by Rockwell of the shares in Saxendrift SPV;
  • Satisfactory provision by Rockwell of certain financial undertakings to THO;
  • The approval by the TSX Venture Exchange;
  • Completion by Rockwell to its satisfaction of a mineral title due diligence investigation; and
  • The audited balance sheet of Saxendrift SPV as at the effective date meeting specified criteria.

Fulfillment of some of the conditions precedent may be waived, or the date specified for their fulfillment extended, in certain limited circumstances. The MORO will be placed on care and maintenance with effect from date of signature of the relevant transaction agreements pending fulfillment of the conditions precedent.

Commenting on the Transaction, John Bristow, President and COO of Rockwell said:

“We are pleased to have reached this important milestone. It is a significant step in our growth strategy and, on implementation, will allow us to add value for shareholders through doubling our resource base, maximising on existing infrastructure, operational synergies between Saxendrift and Wouterspan operations and consolidating all of the existing material Middle Orange River Operations and Projects. This acquisition is in line with our growth strategy and intention to become a significant African development, mining, and exploration company.”

For further details on Rockwell Ventures Inc., please visit the Company’s website at www.rockwellventures.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.

John Bristow
President and COO

No regulatory authority has approved or disapproved the information contained in this news release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Forward Looking Statement

This release includes certain statements that may be deemed “forward-looking statements”. Other than statements of historical fact all statements in this release that address future production, reserve or resource potential, exploration drilling, exploitation activities and events or developments that Rockwell expects are forward-looking statements. Although the Rockwell 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 market prices, exploitation and exploration successes, changes in and the effect of government policies regarding mining and natural resource exploration and exploitation, availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. For more information on Rockwell, Investors should review Rockwell’s annual Form 20-F filing with the United States Securities and Exchange Commission www.sec.com and Rockwell’s home jurisdiction filings that are available at www.sedar.com.

Information Concerning Estimates of Indicated and Inferred Resources

This news release also uses the terms ‘indicated resources’ and ‘inferred resources’. Rockwell Ventures Inc advises investors that although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. In addition, ‘inferred resources’ have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for Preliminary Assessment as defined under 43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.