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|DAVIDSON & COMPANY LLP |                       |                                             | 
|---------------------- | --------------------- | ------------------------------------------- | 
|                       | Chartered Accountants | A Partnership of Incorporated Professionals

INDEPENDENT AUDITORS' REPORT

To the Shareholders of Rockwell Diamonds Inc.

We have audited the consolidated balance sheets of Rockwell
Diamonds Inc. as at February 29, 2008 and May 31, 2007 and the consolidated
statements of operations and comprehensive loss, shareholders equity and cash
flows for the nine month period ended February 29, 2008 and the years ended May
31, 2007 and 2006. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with Canadian generally
accepted auditing standards and the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
February 29, 2008 and May 31, 2007 and the results of its operations and its
cash flows for the nine month period ended February 29, 2008 and the years ended
May 31, 2007 and 2006 in accordance with Canadian generally accepted accounting
principles.

DAVIDSON & COMPANY LLP

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------

May 20, 2008



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|DAVIDSON & COMPANY LLP |                       |                                             | 
|---------------------- | --------------------- | ------------------------------------------- | 
|                       | Chartered Accountants | A Partnership of Incorporated Professionals

REPORT OF INDEPENDENT REGISTERED 
PUBLIC ACCOUNTING FIRM

To the Shareholders of 
  Rockwell Diamonds Inc.

We have audited the accompanying consolidated balance sheets of
  Rockwell Diamonds Inc. (the Company) as at February 29, 2008 and May 31, 2007
  and the consolidated statements of operations and comprehensive loss,
  shareholders equity and cash flows for the nine month period ended February 29,
  2008 and the years ended May 31, 2007 and 2006. These consolidated financial
  statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based on
  our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as well
  as evaluating the overall financial statement presentation. We believe that our
  audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of the
  Company as at February 29, 2008 and May 31, 2007 and the results of its
  operations and its cash flows for the nine month period ended February 29, 2008
  and the years ended May 31, 2007 and 2006 in accordance with Canadian generally
  accepted accounting principles.

As described in Note 16 to the consolidated financial
  statements, the Company adopted Financial Accounting Standards Board
  Interpretation No. 48 Accounting for Uncertainly in Income Taxes  an
  interpretation of FASB Statement No. 109, on June 1, 2007.

We have also audited, in accordance with the standards of the
  Public Company Accounting Oversight Board (United States), the effectiveness of
  the Companys internal control over financial reporting as of February 29, 2008,
  based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
  (COSO), and our report dated May 20, 2008 expressed an unqualified opinion on
  the Companys effectiveness of internal control over financial reporting.

DAVIDSON & COMPANY LLP

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------

May 20, 2008



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|DAVIDSON & COMPANY LLP |                       |                                             | 
|---------------------- | --------------------- | ------------------------------------------- | 
|                       | Chartered Accountants | A Partnership of Incorporated Professionals

REPORT OF INDEPENDENT REGISTERED 
  PUBLIC ACCOUNTING FIRM

To the Shareholders of 
  Rockwell Diamonds Inc.

We have audited Rockwell Diamonds Inc.s (the Company)
  internal control over financial reporting as of February 29, 2008, based on
  criteria established in Internal Control  Integrated Frameworkissued by
  the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
  Companys management is responsible for maintaining effective internal control
  over financial reporting and for its assessment of the effectiveness of internal
  control over financial reporting. Our responsibility is to express an opinion on
  the Companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether effective internal control over financial reporting was maintained in
  all material respects. Our audit of internal control over financial reporting
  included obtaining an understanding of internal control over financial
  reporting, assessing the risk that a material weakness exists, and testing and
  evaluating the design and operating effectiveness of internal control based on
  the assessed risk. Our audit also included performing such other procedures as
  we considered necessary in the circumstances. We believe that our audit provides
  a reasonable basis for our opinion.

A companys internal control over financial reporting is a
  process designed to provide reasonable assurance regarding the reliability of
  financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles. A
  companys internal control over financial reporting includes those policies and
  procedures that (1) pertain to the maintenance of records that, in reasonable
  detail, accurately and fairly reflect the transactions and dispositions of the
  assets of the company; (2) provide reasonable assurance that transactions are
  recorded as necessary to permit preparation of financial statements in
  accordance with generally accepted accounting principles, and that receipts and
  expenditures of the company are being made only in accordance with
  authorizations of management and directors of the company; and (3) provide
  reasonable assurance regarding prevention or timely detection of unauthorized
  acquisition, use, or disposition of the companys assets that could have a
  material effect on the financial statements.

Because of its inherent limitations, internal control over
  financial reporting may not prevent or detect misstatements. Also, projections
  of any evaluation of effectiveness to future periods are subject to the risk
  that controls may become inadequate because of changes in conditions, or that
  the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material
  respects, effective internal control over financial reporting as of February 29,
  2008, based on the criteria established in Internal Control  Integrated
    Framework issued by the Committee of Sponsoring Organizations of the
  Treadway Commission (COSO).

We have also audited, in accordance with the standards of the
  Public Company Accounting Oversight Board (United States), the consolidated
  balance sheets of the Company as of February 29, 2008 and May 31, 2007 and the
  consolidated statements of operations and comprehensive loss, shareholders
  equity and cash flows for the nine month period ended February 29, 2008 and the
  years ended May 31, 2007 and 2006 and our report dated May 20, 2008 expressed an
  unqualified opinion on those consolidated financial statements.

DAVIDSON & COMPANY LLP

|Vancouver, Canada | Chartered Accountants
|----------------- | ---------------------

May 20, 2008



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