VANCOUVER, Feb. 5 /CNW/ - Rockwell Diamonds Inc. ("Rockwell" or the

"Company") (TSX: RDI; JSE: RDI; OTCBB: RDIAF) announces that it has filed

today on SEDAR a final rights offering circular (the "Rights Offering

Circular") relating to the previously announced rights offering (the "Rights

Offering"). The Rights Offering will result in gross proceeds of between

approximately C$3.1 million or ZAR21.7 million and approximately C$5.3 million

or ZAR37.1 million.

The record date for the Rights Offering will be February 19, 2010. Each

registered holder of the Company's common shares on the record date will

receive one right for each common share held. Four rights plus the

subscription price of C$0.05 or ZAR0.35 (the "Subscription Price") will be

required to subscribe for each common share under the Rights Offering. The

rights may be exercised commencing February 24, 2010 and will expire at 5:00

p.m. (Toronto time) in Canada and 12h00 midday p.m. (South African time) in

South Africa on March 19, 2010 (the "Expiry Time"). Holders of rights who

exercise their rights in full will be entitled to purchase, at the

Subscription Price, any common shares that are not otherwise subscribed for

under the Rights Offering prior to the Expiry Time on a pro rata basis.

Shareholders are directed to the Rights Offering Circular for further details

on how to subscribe for common shares. Computershare Investor Services Inc. is

the subscription agent in Canada, and Computershare Investor Services (Pty)

Limited is the subscription agent in South Africa.

The Rights Offering is being made to holders of common shares in all of

the provinces and territories of Canada, and in South Africa. 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, 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.

Rockwell will accept subscriptions from Ineligible Shareholders, other

than holders resident in the United States, if they satisfy the subscription

agent and Rockwell that such offering to and subscription by such holder or

transferee is lawful and in compliance with all securities and other laws

applicable in the jurisdiction where such holder or transferee is resident. An

Ineligible Shareholder in a jurisdiction other than the United States who

meets these requirements and wishes to exercise rights must complete and

deliver a request for exempt purchaser status, which will be provided in the

materials sent to such shareholder.

After March 12, 2010 the subscription agent will attempt, on a

commercially reasonable basis, to sell the rights of Ineligible Shareholders

(other than those shareholders from whom Rockwell accepts subscriptions) over

the facilities of the Toronto Stock Exchange. The subscription agent will mail

cheques representing the net proceeds, without interest, from such sales.

As previously announced, the Company has entered into a stand-by purchase

agreement pursuant to which the stand-by purchaser, Daboll Consultants

Limited, will purchase at C$0.065 per share, 47.5 million common shares not

otherwise purchased pursuant to the Rights Offering. If less than 47.5 million

common shares are available for purchase by the stand-by purchaser in

connection with its obligations related to the Rights Offering, the stand-by

purchaser has agreed to purchase by way of private placement that many common

shares which, when added to the number of common shares purchased by it in

connection with its obligations related to the Rights Offering, would total

47.5 million common shares. The stand-by purchaser has the right to purchase

up to a total of 53 million common shares through a combination of the Rights

Offering and private placement. The obligations of the stand-by purchaser

under stand-by purchase agreement are subject to certain conditions to

closing.

The proceeds of the Rights Offering are planned to supplement funding

available to implement further production efficiencies at currently producing

operations and to modify and re-commission the Wouterspan plant, currently on

care and maintenance, to a low cost high volume facility.

<<

John Bristow

President and CEO

No regulatory authority has approved or disapproved the information

contained in this news release.

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"). Although Rockwell believes the

expectations expressed in such forward-looking statements are based on

reasonable assumptions, such statements are not guaranteed, and actual results

may differ materially from those in the forward-looking statements. Investors

are cautioned that any such statements are not guarantees.

-30-

/For further information: please contact Investor Services at (604)

684-6365 or within North America at 1-800-667-2114/