Rockwell's Audit Committee clarifies disclosure regarding the purported engagement of Haywood Securities



    VANCOUVER, June 11 /CNW/ - The Audit Committee of Rockwell Diamonds Inc.
(TSX: RDI; JSE: RDI; OTCBB: RDIAF) ("Rockwell" or the "Company") wishes to
clarify the Executive Directors' press release of today's date regarding their
selection of Haywood Securities Inc. ("Haywood") to back-stop a proposed
rights offering. The Audit Committee advises shareholders that the agreement
with Haywood has not been approved by the Company's board of directors or the
Audit Committee. Accordingly, neither the agreement with Haywood, nor the
disclosure thereof in the Executive Directors' press release, should be
construed as being mandated by the Company. In the circumstances, the Audit
Committee believes that the decision to engage Haywood should have been
presented to the whole board of directors and should have been the subject of
a competitive bid process.
    The Executive Directors did not make any presentation to, and did not
consult with, the Audit Committee with respect to the rights offering and no
justification with respect to the amount to be raised in the rights offering
has been provided to the Audit Committee. The Audit Committee fails to see how
a determination regarding the amount of financing Rockwell requires can be
made until the Company's financial statements for the year ended February 28,
2009 are completed.
    Further, the Executive Directors' press release neglects to state that
Haywood's offer to act as standby guarantor of a rights offering is subject to
a number of conditions, including, significantly, that satisfactory
syndication and financing arrangements be made with respect to the standby
guarantee. As such, Haywood's offer to act as standby guarantor should in no
way be construed by shareholders as an offer by Haywood to independently
back-stop any rights offering by the Company.

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





For further information:

For further information: Bill Fisher, Chair of the Audit Committee c/o
(604) 643-3197

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THE AUDIT COMMITTEE OF ROCKWELL DIAMONDS INC.

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