1274787 B.C. Ltd. entered into an agreement to acquire 97.6% stake in Rockwell Diamonds Inc. (OTCPK:RDIA.F) from Daboll Consultants Limited, Gerhad Jacobs, and others for CAD 0.27 million on January 15, 2021. Under the terms of the agreement, all of the issued and outstanding common shares, other than those already held by Mark Bristow and any dissenting shareholders, will be exchanged, on a one-for-one basis, for redeemable preferred shares of "Amalco" resulting from the amalgamation of Rockwell and 1274787 B.C., which will then be immediately redeemed by Amalco in exchange for CAD 0.005 per redeemable preferred shares in cash. Following completion of the amalgamation, Mark Bristow will beneficially own and control 100% of the issued and outstanding common shares of Amalco. Upon completion of the transaction, it is expected that Amalco would be delisted from the JSE Ltd. and will apply to cease to be a reporting issuer under applicable securities laws in Canada. The name of the Amalco shall be "Rockwell Diamonds Inc.". The initial director of Amalco shall be Mark Bristow. The transaction is subject to Rockwell's shareholder approval, regulatory approvals, the total number of Rockwell shares with respect to which dissent rights have been validly exercised and not validly withdrawn shall not exceed 20% of the outstanding Rockwell shares held by public shareholders, the Rockwell options shall have expired or shall have been terminated on or before the Effective Date and other customary conditions. Following its review and in consideration of fairness opinion the Board of Directors of Rockwell have unanimously approved the transaction. An annual and special meeting of the Rockwell Shareholders will be held on March 2, 2021. Daboll Consultants Limited and Gerhard Jacobs representing approximately 19% of the issued and outstanding common shares intend to vote in favour of the transaction. The amalgamation was approved at the annual and special meeting of shareholders of Rockwell Diamonds held on March 2, 2021. The transaction is expected to close in early March 2021. As per the amended filling, the transaction is expected to close on or about March 10, 2021. John S. M. Turner of Fasken Martineau DuMoulin LLP acted as legal advisor to Rockwell Diamonds. KPMG acted as financial advisor and fairness opinion provider to Board of Directors of Rockwell. Computershare Investor Services (Proprietary) Limited acted as transfer agent for Rockwell. Computershare Trust Company of Canada acted as depository to Rockwell Diamonds. KPMG received a fee of CAD 35,000 for its services.