| Wed 2 Dec 2009, 15:30 | | RDI - Rockwell Diamonds Incorporated - To raise up to C$12.5 million in new |
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RDI
RDI
RDI - Rockwell Diamonds Incorporated - To raise up to C$12.5 million in new
equity through a rights offering and a concurrent private placement
ROCKWELL DIAMONDS INCORPORATED
(A company incorporated in accordance with the laws of British Columbia, Canada)
(Incorporation number BCO354545)
(Formerly Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI ISIN: CA77434W1032
Share code on the TSX: RDI CUSIP Number: 77434W103
Share code on the OTCBB: RDIAF
("Rockwell")
ROCKWELL TO RAISE UP TO C$12.5 MILLION IN NEW EQUITY THROUGH A RIGHTS OFFERING
AND A CONCURRENT PRIVATE PLACEMENT
December 2, 2009, Vancouver, BC - Rockwell Diamonds Inc. ("Rockwell" or
the "Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) announces that it is
proceeding with two inter-related financings to raise up to C$12.5 million
in new common share equity. As promised to shareholders in June 2009, the
Company is proceeding with its "Fair Rights Offering" which will see rights to
purchase approximately 67 million shares issued to shareholders where permitted
by law. The exercise price for shareholders will be C$0.05 per common share to
raise C$3.35 million. Of the 67 million shares on offer under the rights
offering, the exercise of 47.5 million of these shares at C$0.065 each has been
guaranteed by Daboll Consultants Limited ("Daboll"), principals of which are
associated with the Steinmetz Diamond Group.
Along with the rights offering, the Company plans to complete a private
placement of an additional 140 million shares at C$0.065 per share,
representing a 30% premium over the price offered to shareholders in the
rights offering. Approximately 30 million of these 140 million shares will
participate in the rights offering and GODIA Capital Partners GP Limited
("Godia"), a Chinese managed investment group is subscribing for a minimum
of 47.5 million shares in the placement. Both Godia and Daboll have already
placed their subscription funds into escrow.
The rights offering circular will be filed with Canadian securities
regulatory authorities in all of the provinces and territories of Canada and
with the Toronto and Johannesburg stock exchanges. Each registered holder of
the shares on the record date, expected to be set for late December, will
receive one right for each share held. Four rights plus the subscription
price of C$0.05 or approximately ZAR 0.35 will be required to subscribe for
each share under the rights offering. A separate announcement of the record
date will be made.
Rights offering materials will not be mailed to holders of Common Shares
resident outside of Canada and South Africa ("Ineligible Shareholders").
Ineligible Shareholders will be sent a letter advising them that their
rights certificates will be issued to and held by the subscription agent
(transfer secretary), which will hold those rights as agent for the benefit
of all Ineligible Shareholders. The letter will outline the terms on which
the Company may accept subscriptions from certain Ineligible Shareholders,
other than holders resident in the United States.
The rights and Common Shares issuable upon the exercise of the rights will
not be registered under the U.S. Securities Act and may not be offered or sold
in the United States of America or any of its territories or possessions or to
U.S. Persons. Accordingly, subscriptions will not be accepted from any security
holder or transferee who is a U.S. Person or resident in the United States of
America, its territories or possessions. Upon receipt of approval of the
Rights Offering Circular, which is expected to be completed in a timely manner,
the final terms of the rights offering, including the record date, will be
announced. The rights offering is targeted for commencement in mid-December
and will terminate in mid-January, 2009. The rights are expected to trade
through the facilities of the TSX during that period.
President and CEO John Bristow commented "We are pleased to be able to
update our investors on the concrete steps achieved to ensure these financings
are successfully completed. These funds will be utilized to settle short term
debt and strengthen the Company`s balance sheet, as well as modernizing and
re-commissioning the Wouterspan operation and thereby adding diamond production
and revenue in the short term.
The Chairman`s letter to shareholders prior to our recent Annual General
Meeting introduced a plan to add strategic investors to help facilitate the
growth and expansion of the Company. This financing is consistent with that
approach, and we welcome the commitments made to the Company by Godia and
Daboll. Through the combination of a steadily improving diamond market, the
support of our new investors, and most importantly the long term support of
our existing shareholders, Rockwell is ideally placed to resume growth."
John Bristow President and CEO
No regulatory authority has approved or disapproved the information contained
in this news release.
For further information, please contact Investor Services at (604) 684-6365 or
within North America at 1-800-667-2114.
Forward Looking Statements
This release includes certain statements that may be deemed "forward-looking
statements" or "forward-looking information" (together, referred to as
"forward-looking statements"). Other than statements of historical fact,
all statements in this release that relate to the expected terms of the
rights offering are forward-looking statements. Although Rockwell believes
the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guaranteed, and the terms of
the rights offering 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 the results of the review of
securities regulatory authorities, including the securities regulatory
authorities in each province and territory of Canada, the Toronto Stock
Exchange and the Johannesburg Stock Exchange, the availability of capital
and financing, and general economic, market or business conditions. Investors
are cautioned that any such statements are not guarantees and the actual terms
of the rights offering may differ materially from those outlined in the
forward-looking statements.
Johannesburg
2 December 2009
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 02/12/2009 15:30:01 Produced by the JSE SENS Department.
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