Rockwell Receives Second Independent Advice in Relation to Pala Bid



    VANCOUVER, Oct. 31 /CNW/ - Rockwell Diamonds Inc. ("Rockwell" or the
"Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) announces that it has received a
second independent fairness opinion in respect of the unsolicited offer by
Pala Investments Holdings Ltd ("Pala") to acquire all of the outstanding
shares of Rockwell for $0.36 per share ("the Offer").
    An opinion letter from RBC Capital Markets was enclosed with the response
circular dated September 18, 2008. Following the publication of the response
circular, the Securities Regulation Panel ("SRP") using its discretion in
terms of Rule 3.4 of the Code, ruled that a further appropriate external
advisor was required to advise the Board on the Offer.
    In accordance with the requirements of the SRP, Rockwell undertook to
obtain a second independent expert opinion on the Offer. The Special Committee
of Rockwell's independent directors, with the approval of the SRP, appointed
Sasfin Capital ("Sasfin"), a division of Sasfin Bank Limited, to provide the
Special Committee with an independent opinion as to whether the terms and
conditions of the Offer are fair to the shareholders of Rockwell.
    Based on the assumptions and procedures set out its letter, Sasfin
calculated the fair value of each Rockwell share is not less than US$0.44 per
share. At the mid-rates quoted by Nedbank Capital, a division of Nedbank
Limited of South Africa at the time and date of signature of Sasfin's opinion,
October 30, 2008, of C$1.1932 and ZAR9.6600 per US dollar, this minimum value
equates to C$0.5250 and ZAR4.2504, respectively. This second opinion also
indicates that the Pala offer undervalues the Company from a financial point
of view.
    A full copy of the Sasfin opinion is available on the Rockwell website at
www.rockwelldiamonds.com. A copy of the Sasfin opinion will be posted to all
Rockwell shareholders.

    
    John Bristow
    President and CEO

                         Forward Looking Statements
    

    This release includes certain statements that may be deemed
"forward-looking statements". Other than statements of historical fact may be
forward-looking statements, including, but not limited to, statements in this
release about the expected upside potential of holding Rockwell shares,
anticipated increases in the Company's level of production, decreases in
operating costs and increases in the price of diamonds, the upward trend in
the value of diamonds produced by Rockwell, and the likelihood of a better
transaction emerging. Although the Company believes the expectations expressed
in such forward-looking statements are based on reasonable assumptions,
including, but not limited to assumptions regarding the success of the
Company's brownfields expansion efforts, the Company's cost structure, and
matters that would affect a third party's decision to enter into an
alternative transaction with the Company, 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,
geopolitical uncertainty and political and economic instability, and general
economic, and market or business conditions. The Company undertakes no
obligation to update forward-looking statements except to the extent required
by law. 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 its home jurisdiction filings that are available at
www.sedar.com.




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


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890