TORONTO, June 28, 2018 /CNW/ - Rockwell Diamonds Inc.
("Rockwell" or the "Company") (NEX: RDI.H; JSE: RDI) announced
today that it will be unable to file audited versions of its annual
financial statements for the year ended February 28, 2018, its Management's Discussion
and Analysis relating to the Annual Financial Statements, and its
Annual Information Form (collectively, the "Required Filings")
which are required to be filed on or before the prescribed deadline
of June 30, 2018.
At the Company's request, Rockwell' shares were delisted at the
end of August 2017 from the Toronto
Stock Exchange and concurrently listed on the NEX, a separate board
of the TSX Venture Exchange. The NEX provides a trading forum for
listed companies that have fallen below TSX and TSX Venture's
ongoing listed standards, or companies that have low level of
business activity or have ceased to carry on active business. The
Company is still listed on the Johannesburg Stock Exchange Limited
in South Africa under the symbol
"RDI"
Trading of Rockwell's shares has been suspended since
March 24, 2017, initially at the
request of the Company.
The Company is still in discussion with an investor/s 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 of all claims by the same investor/s of all the claims
in all three subsidiaries. The proceeds from such sale will accrue
to the Company for 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. They will accept the purchase of
shareholders' interest in order to implement an orderly wind down
of the Company's affairs. A final transaction and related
agreements will be subject to court, regulatory and shareholder
approval in Canada and
South Africa, and are expected to
take to end August 2018.
Following approvals and completion of the share buy back from
shareholders, the Company is expected to surrender its charter and
thereby dissolve.
It is important to note that any other potential buyer that
offer on his own or in combination with other commercial actions by
the liquidator may therefor impact on the sale of N9C to an
investor and will therefore impact on the ability of the Company to
wind up its business in an orderly manner as outlined above.
The Company was unable to complete and file the Required Filings
within the prescribed time due to its current funding constraints
and uncertainty of outcome of the liquidation process of its
subsidiaries in South Africa,
which is detrimental to the success of disposing of N10C and
raising funds to consider and complete a share buy back from
shareholders.
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.
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) had been placed in
provisional liquidation. 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 Exchange) 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.
