Rockwell Diamond's Executive Directors Comment on the Special Shareholders Meeting and Plans



    VANCOUVER, May 20 /CNW/ - Rockwell Diamonds ("Rockwell" or the "Company")
(TSX: RDI; JSE: RDI; OTCBB: RDIAF) Executive Directors comment on the special
shareholders meeting and plans.

    Introduction

    On April 29, 2009, Pala Investments Holdings Limited ("Pala"), which
holds 19.9% of Rockwell's issued share capital, announced in Toronto that it
had requisitioned a meeting of Rockwell shareholders to be held on June 17,
2009 to vote on the appointment of three proposed new directors and to
terminate the shareholders rights plan.

    Response by the Executive Directors of Rockwell

    Three directors of Rockwell, namely John Bristow, CEO, David Copeland
Chairman, and Mark Bristow, Director (herein the "Executive Directors") issued
this press release today in their own names and not on behalf of any other
Rockwell director. The Executive Directors are responding to the special
shareholders meeting requisitioned by Pala.
    Firstly, the Executive Directors consider the calling of the Special
Meeting by Pala to be completely unnecessary as Rockwell's counsel had already
advised Pala that the Annual General Meeting of Rockwell shareholders would be
held in July 2009, within the four month period for the requisitioned special
meeting. Shareholders and management will now suffer the costs and distraction
of two shareholders meetings in quick succession.
    "On behalf of the three Executive Directors I want to set the record
straight," said David Copeland, Chairman. "We see Pala's proposal to terminate
Rockwell's shareholders rights plan and to remove the Executive Directors as
yet another attempt to control the Company - this time, as a kind of cashless
takeover. The information circular prepared by the Executive Directors on
behalf of Rockwell that will be mailed to shareholders in due course will
offer a competing financial plan and going-forward vision that will protect
the interests of all our shareholders."
    Since September 2008, Rockwell's management has been subjected to ongoing
attacks by Pala - a minority shareholder, placing considerable strain on the
Company's financial resources and management time. In spite of this, the
Company has proactively addressed the challenges of the global economic
crisis, which have adversely impacted on diamond prices. The management team
has steadily improved and enhanced operational activities, productivities have
increased and operational costs have continued to decrease. Prices for
diamonds are also showing some signs of improvement and the Executive
Directors believe the worst is behind us.
    In spite of the additional challenges presented by Pala's negative
actions, the executive team has, through its networks and management skills,
been able to attract and retain skilled technical and operations management
with key engineering expertise, and we are also actively seeking out
additional senior level executives for the roles of Chief Operating Office
and, in due course, a successor Chief Executive Officer to strengthen the
executive and operations team. The Company is now well positioned for long
term competitive growth, and to benefit from improved diamond prices as world
economies emerge from recession.
    Mr. Copeland added, "It seems clear to us that Pala intends to terminate
our existing shareholder rights plan so they can cement their control over
Rockwell through a rights offering or other financing that they will dominate.
This is clearly a continuation of the failed takeover attempt they launched
last year, only this time they are seeking to control the Company without
offering to pay shareholders any control premium at all. Shareholders will see
in our circular that we have a competing plan that will not just hand over
control to anybody."
    The Executive Directors are committed to providing our shareholders with
regular updates on all developments of your Company in advance of the Special
Meeting, in addition to the mandated information circular.
    The Executive Directors are establishing a purpose-specific web site
where additional information is made available to shareholders relating to the
issues concerning the Special Meeting. This site will be updated regularly and
kept current leading up to the Special Meeting on June 17, 2009.
    The Laurel Hill Advisory Group has been engaged by the Executive
Directors to assist with shareholder communications and proxy solicitation for
the Special Meeting. Questions and Inquiries can be directed to Laurel Hill by
email at rockwellinfo@laurelhillag.com or by phone at:

    
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                                      Toll free               Or Collect
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    North America                     1-888-882-6737
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    Europe                            00-800-8655-1111        1-416-637-4661
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    South Africa                      0-800-982-179
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    The Information in this Press Release reflects the Views of the Executive
    Directors Only
    

    About Rockwell Diamonds

    Rockwell is a junior mining and development company with established
operations in historical diamond producing regions of South Africa. Its focus
is production of high quality gemstone diamonds from alluvial deposits. The
Company has an experienced management team and well qualified Board (including
representation from Pala) with a well directed strategy to build long-term
value for all shareholders.
    The Company currently holds interests in four alluvial diamond mining
operations and has an excellent pipeline of brownfields projects available for
development as capital and diamond markets emerge from the recent credit
crunch and economic downturn. These projects include a number of properties it
acquired from the Trans Hex Group, all of which have been extensively drilled
and evaluated.
    The Company's existing operations have a solid record of producing large,
high value diamonds, including a significant proportion of +2 carat gemstones,
regular recovery of +100 carat gemstones, and some fancy diamonds including
blue and pink stones. Rockwell achieved an average price of almost
US$2,000/carat for its diamond sales in fiscal 2008.

    John Bristow, David Copeland, Mark Bristow

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





For further information:

For further information: on Rockwell Diamonds Inc., please visit the
Company's website at www.rockwelldiamonds.com or contact Investor Services at
(604) 684-6365 or within North America at 1-800-667-2114. Investor Services
deals with Company information and is not authorized to discuss matters or
answer questions relating the contested special shareholders meeting.


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