ROCKWELL VENTURES INC. SUBSCRIPTION AGREEMENT FOR UNITS (For United States Subscribers)

unless other arrangements acceptable to the Agents have been made, payment by the Subscriber of the Subscription Price by certified cheque in Canadian dollars payable to “Westwind Partners (USA) Inc.” or as otherwise directed by the Lead Agent;

the Subscriber having properly completed, signed and delivered this Subscription Agreement to:

the Subscriber having properly completed, signed and delivered the certificate as set forth in Schedule “A” hereto, as applicable;

the Subscriber having properly completed, signed and delivered to the Corporation such other documents as may be required pursuant to terms of this Subscription Agreement;

the offer, sale and issuance of the Units being exempt from the prospectus and registration requirements of applicable Securities Laws; and

the conditions of closing contained in the Agency Agreement being satisfied or waived by the relevant party.

to represent the Subscriber at the Closing, to receive certificates representing the Common Shares and Warrants, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Units and to exercise any rights of termination contained in the Agency Agreement;

to extend such time periods and to modify or waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, and the Agency Agreement or any ancillary or related document in its absolute discretion;

to terminate this Subscription Agreement and/or the Agency Agreement in such manner and on such terms and conditions as the Lead Agent in its sole discretion may determine; and

without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.

The Subscriber, and (if applicable) each beneficial purchaser for whom it is acting, were offered the securities in and are resident in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Units and the Subscriber and any beneficial purchaser was solicited to purchase in such jurisdiction.

The Subscriber, and (if applicable) any beneficial purchaser for whom it is acting, are not resident in Canada or are not otherwise subject to the securities laws of any province or territory of Canada.

The Subscriber, on its own behalf and (if applicable) on behalf of any beneficial purchaser for whom it is acting, make the representations, warranties and covenants set out in Schedule “A” to this Subscription

Agreement to the Corporation and the Subscriber, and (if applicable) any such beneficial purchaser acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Units for whom it is acting.

The Subscriber is an Institutional Accredited Investor (as defined in Schedule “A” attached hereto) and is acquiring the Units for its own account or for the account of a beneficial purchaser for whom it is acting that is an Institutional Accredited Investor as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the Units in violation of United States securities laws or applicable state securities laws.

The Subscriber has properly completed, executed and delivered within applicable time periods to the Corporation the certificate (dated as of the date hereof) set forth in Schedule “A” to this Subscription Agreement and the information contained therein is true and correct.

The representations, warranties and covenants contained in Schedule “A” to this Subscription Agreement will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time.

The Subscriber understands that the Units have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws and that the contemplated sale is being made in reliance on a private placement exemption to Institutional Accredited Investors.

The Subscriber, on its own behalf and (if applicable) on behalf of others for whom it is contracting hereunder, understands and acknowledges that the Corporation is under no obligation and has no present intention to register the resale of the Units, or the underlying Common Shares, Warrants or Warrant Shares, on its behalf under the U.S. Securities Act or to assist the Subscriber in complying with an exemption from registration therefrom.

(i)

The Subscriber understands and acknowledges that if it decides to offer, sell or otherwise transfer any of the Securities, such Securities may be offered, sold or otherwise transferred only, (i) to the Corporation, (ii) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act or (iii) if the sale is made in the United States (A) in accordance with Rule 144A under the U.S. Securities Act to a person it reasonably believes is a “qualified institutional buyer”(as defined in Rule 144A) that purchases for its own account or for the account of a “qualified institutional buyer” and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, or (B) in accordance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws and the seller has furnished to the Corporation an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Corporation prior to

such offer, sale or transfer to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act.

The Subscriber understands, acknowledges and agrees that the certificates (and any replacement certificates issued prior to the expiration of the applicable hold periods or ownership statements issued under a direct registry system or other electronic book entry system) representing the Common Shares and Warrants will bear, as of the Closing Date, and until such time as the same is no longer required under the applicable Securities Laws, a legend substantially in the following form and with the necessary information inserted (the “Canadian Legend”):

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER [INSERT THE CLOSING DATE].”

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DAY THAT IS FOUR MONTHS AFTER THE SECURITIES WERE ISSUED FROM TREASURY.”

(k)

In addition to the Canadian Legend, the Subscriber understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U. S. Securities Act or applicable state securities laws, certificates representing the Common Shares and the Warrant Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U. S. SECURITIES ACT OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (I) RULE 144A UNDER THE U.S. SECURITIES ACT, OR (II) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION FROM COUNSEL OF RECOGNIZED STANDING

REASONABLY SATISFACTORY TO THE CORPORATION PRIOR TO SUCH OFFER, SALE OR TRANSFER TO THE EFFECT THAT SUCH LEGEND IS NO LONGER REQUIRED UNDER APPLICABLE REQUIREMENTS OF THE U.S. SECURITIES ACT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE CORPORATION’S TRANSFER AGENT, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO BOTH THE CORPORATION’S TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT. THE CORPORATION'S TRANSFER AGENT MAY ALSO REQUIRE AN OPINION OF COUNSEL IN CONNECTION WITH ANY OFFER, SALE OR TRANSFER OF THE SECURITIES BY THE HOLDER THEREOF.”;

provided, that if Securities are being sold under paragraph (i)(ii) above, and provided that the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, any such legend may be removed by providing a declaration to the Corporation’s transfer agent, to the effect set forth in Schedule “B” hereto (or as the Corporation may prescribe from time to time).

The Subscriber understands and acknowledges that the Corporation (i) is not obligated to remain a “foreign issuer” within the meaning of Regulation S, (ii) may not, at the time the Units are sold by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer.

The subscription for the Units by the Subscriber, or any beneficial purchaser for whom it is acting, does not contravene the provisions of Regulation D under the U.S. Securities Act applicable to the Subscriber and any beneficial purchaser for whom it is acting.

The subscription for the Units by the Subscriber, or any beneficial purchaser for whom it is acting, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber or such beneficial purchaser resides and does not give rise to any obligation of the Corporation to prepare and file a prospectus or similar document or to register the Common Shares, Warrants or Warrant Shares or to be registered with or to file any report or notice with any governmental or regulatory authority.

The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Units and the completion of the transactions described herein by the Subscriber or any beneficial purchaser for whom it is acting will not

result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber or any beneficial purchaser for whom it is acting, the Securities Laws or any other laws applicable to the Subscriber or any beneficial purchaser for whom it is acting, any agreement to which the Subscriber or any beneficial purchaser for whom it is acting is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber or any beneficial purchaser for whom it is acting.

In the case of a subscription for the Units by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, (i) the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial purchaser; (ii) each principal is subscribing as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of the Common Shares, Warrants or Warrant Shares; and (iii) each of such principals can, and does, make the representations, warranties and covenants set out in Schedule “A” as are applicable to such principal by virtue of its jurisdiction of residence or by virtue of being subject to the applicable securities legislation of such jurisdiction, and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, such principal, and the Subscriber acknowledges that the Corporation, the Agents and/or the U.S. Affiliates may be required by law to disclose the identity of each beneficial purchaser for whom the Subscriber is acting.

In the case of a subscription for the Units by the Subscriber acting as principal, this Subscription Agreement, and all other documentation in connection with such subscription, has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchaser on whose behalf the Subscriber is acting.

If the Subscriber is:

a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Units as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement; or

a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and

Other than the Agents and the U.S. Affiliates (and any group of investment dealers managed by the Agents or the U.S. Affiliates for purposes of offering the Units for sale), there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units, the Subscriber covenants to indemnify and hold harmless the Corporation and any such registrant with respect thereto and with respect to all costs reasonably incurred in the defence thereof.

If required by the Securities Laws or the Corporation, the Subscriber will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Common Shares, Warrants or Warrant Shares as may be required by any securities commission, stock exchange or other regulatory authority.

The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, have been advised to consult their own legal advisors with respect to the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated by this Subscription Agreement, including but not limited to, trading in the Securities and with respect to the resale restrictions imposed by the Securities Laws and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and the Corporation nor the Agent are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial purchasers for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.

The Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation or the Agent. The Subscriber’s decision to subscribe for the Units was based solely upon the Term Sheet attached hereto as Schedule “C” and information about the Corporation which is publicly available (any such information having been obtained by the Subscriber without independent investigation or

verification by the Agent) and agrees that the Agent and the Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Agent’s counsel and the Corporation’s counsel are acting as counsel to the Agents and the Corporation, respectively, and not as counsel to the Subscriber.

The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Units and is able to bear the economic risks of such investment.

No person has made any written or oral representations:

that any person will resell or repurchase the Common Shares, Warrants or Warrant Shares;

that any person will refund the Subscription Price; or

as to the future price or value of the Common Shares, Warrants or Warrant Shares.

The Subscriber has not purchased the Units through or as a result of any general solicitation or general advertising, as such terms are used in Regulation D under the U.S. Securities Act, including without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising and the distribution of the Common Shares and Warrants is not being accompanied by any such advertisement or as part of a general solicitation.

The Subscriber consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer set forth and described herein.

None of the funds being used to purchase Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities.

The Subscriber has received a copy of the Term Sheet setting out the principal terms of the Offering.

The Subscriber acknowledges that the Offering is contingent upon satisfaction by the Corporation of the conditions set forth in the Agency Agreement, including without limitation, (i) the Company also closing on a non-brokered financing of no less than $17,850,000, and (ii) the Company completing the Acquisition Transaction (as defined in Schedule “C” hereto), on or before the Closing Date.

The Subscriber acknowledges that the aggregate gross proceeds of the Offering will be up to $3,150,000.

No prospectus has been filed with any Securities Regulators in connection with the Offering.

No securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the merits of an investment in the Common Shares, Warrants and Warrant Shares.

The Common Shares, Warrants and Warrant Shares will be subject to statutory resale restrictions under the Securities Laws and under other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants and Warrant Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agent are in any way responsible) for such compliance. The Corporation may make a notation on its records or give instructions to any transfer agent of the Common Shares in order to implement such resale restrictions.

The third year of the term of the Warrants is conditional upon the Corporation achieving Tier 1 status on the TSX-V within the first two years following the Closing Date. There is no certainty the Corporation will achieve this status and hence the Warrants may have a term of only two years, in which case, no compensation will be payable to the Subscriber.

The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Corporation may be unable to fund its ongoing development.

The Subscriber’s ability to transfer the Common Shares, Warrants and the Warrant Shares is limited by, among other things, the Securities Laws.

The Corporation, the Agents and the U.S. Affiliates are relying on the representations, warranties and covenants contained herein and in Schedule “A” attached hereto to determine the Subscriber’s eligibility to subscribe for the Units under the Securities Laws and other applicable securities laws and the Subscriber agrees to indemnify the Corporation,

the Agents, the U.S. Affiliates and each of their respective directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such Schedule which takes place prior to the Closing Time.

The Agent and/or its directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws or any other applicable laws has been so disclosed or filed.

The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Common Shares, Warrants and the Warrant Shares pursuant to such exemption, certain protections, rights and remedies provided by the Securities Laws will not be available to the Subscriber.

The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. The Subscriber, and each beneficial purchaser, is not relying on the Corporation, the Agent or their respective affiliates or counsel in this regard. The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, acknowledges that the Agents’ counsel and the Corporation’s counsel are acting as counsel to the Agents and the Corporation, respectively, and not as counsel to the Subscriber.

There is no government or other insurance covering the Common Shares, Warrants or Warrant Shares.

There are risks associated with the purchase of the Common Shares, Warrants or Warrant Shares and the Subscriber and any beneficial purchaser for whom it is acting may lose his, her or its entire investment.

The Subscriber acknowledges and agrees that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Subscriber or (if applicable) each beneficial purchaser for whom it is acting, sign and return to the Corporation all relevant documentation required by the Securities Laws.

The Subscriber acknowledges and agrees that the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units. Notwithstanding that

Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently given if delivered personally, or transmitted by facsimile tested prior to transmission to such party, as follows:

in the case of the Corporation, to:

Rockwell Ventures Inc.
▇▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Lang ▇▇▇▇▇▇▇▇ LLP

1500 Royal Centre P.O. Box 11117
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

in the case of the Subscriber, at the address specified on the face page hereof, with a copy to the Agent at:

Westwind Partners Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by fax, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

Any party hereto may change its address for service from time to time by notice given to each of the other parties hereto in accordance with the foregoing provisions.

Any bank as defined in Section 3(a)(2) of the U.S. Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the U.S. Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors within the meaning assigned in Rule 501(a) of Regulation D under the U.S. Securities Act;

Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000;

Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person, being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.

Rockwell Ventures Inc. (the “Company”).

$3,150,000 of units (the “Units”). Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Common Share Purchase Warrant”).

Each Common Share Purchase Warrant will entitle the holder to buy one Common Share at the exercise price of $0.60 during the first year from completion of the financing, $0.80 during the second year and at an exercise price of $1.00 during the third year. The three year term of the warrants is conditional upon Rockwell achieving Tier 1 status on the TSX Venture Exchange within the first two years.

“Best Efforts” offering by way of private placement subject to the terms and conditions of the agency agreement. The offering is subject to the private placement requirements of the provinces of Ontario, Alberta and British Columbia, including completion of appropriate forms and private placement commitment letters. The Units may be sold in the United States by private placement and will be available for re-sale under Rule 904 of Regulation S or Rule 144 of the United States Securities Act of 1933.

$0.50 per Unit.

To acquire the interests and / or rights in four alluvial diamond properties in Southern Africa, as described in the June 30, 2006 Press Release issued by the Company (the “Acquisition Transaction”), exploration and development of these projects, other acquisitions, general working purposes and corporate development.

Westwind Partners Inc.

Canaccord Capital Inc.

On or about November 10, 2006.

Eligible under the usual statutes and for RRSPs, RRIFs, RESPs and DPSPs.

The Common Shares currently trade on the TSX Venture Exchange under the symbol “RVI”. An application will be made to list the Common Shares issued on the exchange of the Units (and the warrants) on the TSX-V.

The offering will be made pursuant to private placement exemptions (excluding exemptions that require the use of an offering memorandum) in Ontario, Alberta and British Columbia (the “Qualifying Jurisdictions”) and to institutional accredited investors and qualified institutional buyers in the United States that satisfy the requirements of Rule 501(a)(1), (2), (3) and (7) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

In the United Kingdom the Units will be offered only to persons who are both (i) “Qualified investors” within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets ▇▇▇ ▇▇▇▇ (“FSMA”) and acting as principals or in circumstances where Section 86(2) FSMA applies; and also (ii) within the categories of persons referred to in Article 19 Investment Professionals) or Article 49 (High net worth companies, etc.) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotions) Order 2005.

The parties will negotiate in good faith a definitive agency agreement containing customary terms and conditions for transactions comparable to the offering, including a broad “disaster-out”, “material adverse charge-out”, “market-out”, “litigation-out” and “regulatory-out”. The Company shall obtain any regulatory and other consents which may be required to permit the offering as a condition to closing.

In Canada, the Units and the securities issuable thereunder will be subject to a hold period of four months in applicable jurisdictions calculated from the closing of the offering. In the United States, the Securities will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act.

The following items in this Subscription Agreement must be completed. Please initial each applicable box. If the Subscriber is acting on behalf of more than one disclosed principal, a separate subscription agreement must be completed for each disclosed principal.

All Subscribers

  All Subscriber information in the boxes on the previous pages

  The TSX Venture Exchange Form 4C in Schedule “D”

Subscribers resident in a jurisdiction of Canada purchasing as “accredited investors”

  Schedule “A” indicating which category is applicable

Subscribers in a jurisdiction outside of Canada

  Schedule “B”

You may not change any part of this agreement without the consent of the Corporation.

Accredited Investor Certificate

Certificate – Additional Representations, Warranties and Covenants for Non-Canadian Subscribers (other than U.S. Persons)

Term Sheet

TSX Venture Exchange Form 4C – Corporate Placee Information Form

the Corporation accepts the Subscriber’s subscription in whole or in part;

unless other arrangements acceptable to the Agent have been made, payment by the Subscriber of the Subscription Price by certified cheque in Canadian dollars payable to “Westwind Partners Inc.” or as otherwise directed by the Lead Agent;

the Subscriber having properly completed, signed and delivered this Subscription Agreement to:

the Subscriber having properly completed, signed and delivered the certificate as set forth in Schedule “A” or “B” hereto, as applicable;

the Subscriber having properly completed, signed and delivered to the Corporation such other documents as may be required pursuant to terms of this Subscription Agreement;

the offer, sale and issuance of the Units being exempt from the prospectus and registration requirements of applicable Securities Laws; and

the conditions of closing contained in the Agency Agreement being satisfied or waived by the relevant party.

to represent the Subscriber at the Closing, receive certificates representing the Common Shares and Warrants, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber in connection with the subscription for the Units and to exercise any rights of termination contained in the Agency Agreement;

to extend such time periods and to modify or waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Subscription Agreement, and the Agency Agreement or any ancillary or related document in its absolute discretion;

to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Lead Agent in its sole discretion may determine; and

without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.

The Subscriber, and (if applicable) each beneficial purchaser for whom it is acting, were offered the Securities in and are resident in the jurisdiction set out on the face page of this Subscription Agreement or are otherwise subject to the Securities Laws. Such address was not created and is not used solely for the purpose of acquiring the Units and the Subscriber and any beneficial purchaser was solicited to purchase the Units solely in such jurisdiction.

The Subscriber, and (if applicable) any beneficial purchaser for whom it is acting, has knowledge in financial and business affairs, is capable of evaluating the merits and risks of an investment in the Units and is able to bear the economic risk of such investment even if the entire investment is lost.

The Subscriber, on its own behalf and (if applicable) on behalf of any beneficial purchaser for whom it is acting, make the representations, warranties and covenants set out in Schedule “A” to this Subscription Agreement to the Corporation and the Subscriber, and (if applicable) any such beneficial purchaser, may avail itself of one or more of the categories of prospectus exempt purchasers listed in Schedule “A”.

The Subscriber has properly completed, executed and delivered within applicable time periods to the Corporation the certificate (dated as of the date hereof) set forth in Schedule “A” to this Subscription Agreement and the information contained therein is true and correct.

The representations, warranties and covenants contained in Schedule “A” to this Subscription Agreement will be true and correct both as of the date of execution of this Subscription Agreement and as of the Closing Time.

The Subscriber or any person for whom it is acting is neither a U.S. Person nor subscribing for the Units for the account of a U.S. Person or for resale in the United States and the Subscriber confirms that the Units have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been signed in the United States.

(g)

Neither the Subscriber nor any person for whom it is acting will offer, sell or otherwise dispose of the Securities in the United States or to a U.S. Person or for the account or benefit of a person in the United States or a U.S. Person.

If the Subscriber, or any person for whom it is acting, is not a person resident in Canada, the subscription for the Units by the Subscriber, or any person for whom it is acting, does not contravene any of the applicable securities legislation in the jurisdiction in which the Subscriber

or such other person resides and does not give rise to any obligation of the Corporation or the Agents to prepare and file a prospectus or similar document or to register the Units or to be registered with or to file any report or notice with any governmental or regulatory authority.

Unless the Subscriber is purchasing under Section 6.1(j) hereof, it is purchasing the Units as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities, it is resident in or otherwise subject to applicable Securities Laws of the jurisdiction set out as the “Subscriber’s Address” on the face page of this Subscription Agreement and it fully complies with one of the criteria set forth below:

(i)

it is resident in British Columbia, Alberta or Ontario and it is an “accredited investor”, as such term is defined in National Instrument 45-106 - “Prospectus and Registration Exemptions” (“NI 45-106”), it was not created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in NI 45- 106 and it has concurrently executed and delivered a Representation Letter in the form attached as Schedule “A” to this Subscription Agreement and has initialled in Appendix “I” thereto indicating that the Subscriber satisfies (and will satisfy at the Closing Time) one of the categories of “accredited investor” set forth in such definition; or

(ii)

it is resident in British Columbia, Alberta or Ontario, the aggregate acquisition cost of the Receipts to the Subscriber is not less than CDN$150,000 and it was not created or used solely to purchase or hold securities in reliance on the prospectus exemption or the dealer registration exemption set out in section 2.10 of NI 45-106; or

it is a resident of, or otherwise subject to, the securities legislation of a jurisdiction other than Canada or the United States and it has concurrently executed and delivered the certificate attached as Schedule “B” to this Subscription Agreement.

If the Subscriber is not purchasing the Units as principal for its own account, then:

it is acting as agent for one or more disclosed principals, each of such principals is purchasing as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Securities and each of such principals complies with Subsection (i) or Subsection (ii) of Section 6.1(j) hereof; or

it is deemed to be purchasing as principal pursuant to NI 45-106 by virtue of being an “accredited investor” as such term is defined in paragraphs (p) or (q) of the definition of “accredited investor”

In the case of a subscription for the Units by the Subscriber acting as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of each such beneficial purchaser, each of whom is subscribing as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of the Common Shares and Warrants and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, such principal.

In the case of a subscription for the Units by the Subscriber acting as principal, this Subscription Agreement and all other documentation delivered in connection with such subscription has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber and any beneficial purchaser on whose behalf the Subscriber is acting.

If the Subscriber is:

a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Units as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement;

a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and

authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or

an individual, the Subscriber is of the full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.

Other than the Agents (and any group of investment dealers managed by the Agents for purposes of offering the Units for sale), there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units, the Subscriber covenants to indemnify and hold harmless the Corporation and any such registrant with respect thereto and with respect to all costs reasonably incurred in the defence thereof.

The Subscriber is not purchasing Units with knowledge of material information concerning the Corporation which has not been generally disclosed on SEDAR.

If required by the Securities Laws or the Corporation, the Subscriber will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Common Shares, Warrants or Warrant Shares as may be required by any securities commission, stock exchange or other regulatory authority.

The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, have been advised to consult their own legal advisors with respect to the execution, delivery and performance by it of this Subscription Agreement and the transactions contemplated hereunder including but not limited to trading in the Securities and with respect to the resale restrictions imposed by the Securities Laws and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Corporation nor the Agents are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial purchasers for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.

The Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws, or any

sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation or the Agent. The Subscriber’s decision to subscribe for the Units was based solely upon the Term Sheet attached hereto as Schedule “C” and information about the Corporation which is publicly available (any such information having been obtained by the Subscriber without independent investigation or verification by the Agent) and agrees that the Agent and the Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Agent’s counsel and the Corporation’s counsel are acting as counsel to the Agent and the Corporation, respectively, and not as counsel to the Subscriber.

No person has made any written or oral representations:

that any person will resell or repurchase the Common Shares, Warrants or Warrant Shares;

that any person will refund the Subscription Price; or

as to the future price or value of the Common Shares, Warrants or Warrant Shares.

The subscription for the Units has not been made through or as a result of, and the distribution of the Common Shares and Warrants is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.

None of the funds being used to purchase Units are, to the Subscriber’s knowledge, proceeds obtained or derived directly or indirectly as a result of illegal activities.

(a)

AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE SUBSCRIBER (AND ANY DISCLOSED BENEFICIAL SUBSCRIBER) MAY LOSE HIS, HER OR ITS ENTIRE INVESTMENT.

The Subscriber has received a copy of the Term Sheet setting out the principal terms of the Offering.

The Subscriber acknowledges that the Offering is contingent upon satisfaction by the Corporation of the conditions set forth in the Agency

Agreement, including without limitation, (i) the Company also closing on a non-brokered financing of no less than $17,850,000, and (ii) the Company completing the Acquisition Transaction (as defined in Schedule “C” hereto), on or before the Closing Date.

The Subscriber acknowledges that the aggregate gross proceeds of the Offering will be up to $3,150,000.

No prospectus has been filed with any Securities Regulators in connection with the Offering.

No securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the merits of an investment in or endorsement of the Securities.

The Common Shares, Warrants and Warrant Shares will be subject to statutory resale restrictions under the Securities Laws and under other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants and Warrant Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agent are in any way responsible) for such compliance.

The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Corporation may be unable to fund its ongoing development.

The Securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws and the Securities may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws.

Any information concerning the Corporation available in its public record (meaning information which has been publicly filed at ▇▇▇.▇▇▇▇▇.▇▇▇ by the Corporation pursuant to a requirement under Applicable Securities Laws (the “Public Record”)) obtained by the Subscriber is without independent investigation or verification by the Agents. The Agents and their respective directors, officers, employees, agents and representatives are not responsible for the preparation of any documents in the Public Record and have not and will not confirm (i) the accuracy or adequacy of any information contained in the Public Record, or (ii) whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under applicable Securities Laws has been disclosed or filed.

(k)

The Corporation is required to file a report of trade with all applicable Securities Regulators containing personal information about Subscribers and, if applicable, any beneficial purchasers of the Securities. This report of trade will include the full name, residential address and telephone number of each Subscriber or disclosed beneficial purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and the prospectus and registration exemption relied upon under applicable Securities Laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission (the “OSC”) under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. Any Subscriber may contact the Administrative Assistant to the Director of Corporate Finance at Suite 1903, Box ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or by telephone at (▇▇▇) ▇▇▇-▇▇▇▇ for more information regarding the indirect collection of such information by the OSC. The Corporation may also be required pursuant to Securities Laws to file this Agreement on SEDAR. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 6.2(j) by all applicable Securities Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Securities Regulators and (ii) the filing of this Agreement on SEDAR.

The Securities are being offered on a “private placement” basis and are listed and quoted for trading on the facilities of the TSX-V and will be subject to resale restrictions under Securities Laws and the rules of the TSX-V, and the Corporation shall legend the Common Shares, Warrants and Warrant Shares in order to implement such resale restrictions.

The third year of the term of the Warrants is conditional upon the Corporation achieving Tier 1 status on the TSX-V within the first two years following the Closing Date. There is no certainty the Corporation will achieve this status and hence the Warrants may have a term of only two years, in which case, no compensation will be payable to the Subscriber.

The Subscriber’s ability to transfer the Common Shares, Warrants and Warrant Shares is limited by, among other things, the Securities Laws.

The certificates (and any replacement certificates issued prior to the expiration of the applicable hold periods or ownership statements issued under a direct registry system or other electronic book entry system) representing Common Shares and Warrants will bear, as of the Closing Date and until such time as is no longer required, legends substantially in the following form and with the necessary information inserted:

In the event that holders of Warrants exercise the Warrants prior to the expiry of the hold periods applicable to the Warrants, the Warrant Shares will bear legends substantially in the following form and with the necessary information inserted:

The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation and the Agent with filing all documentation required by the Securities Laws to permit the subscription for the Units and the issuance of the Common Shares, Warrants or Warrant Shares, as may be required.

The Corporation and the Agents are relying on the representations, warranties and covenants contained herein and in Schedule “A”or “B” attached hereto to determine the Subscriber’s eligibility to subscribe for the Units under the Securities Laws and the Subscriber agrees to indemnify the Corporation, the Agent and each of their respective directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation and the Agents of any change in any statement or other information relating to the Subscriber set forth in such Schedule which takes place prior to the Closing Time.

The Agent and/or its directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws or any other applicable laws has been so disclosed or filed.

The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Common Shares, Warrants and Warrant Shares pursuant to such exemption, certain protections, rights and remedies provided by the Securities Laws will not be available to the Subscriber.

The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. The Subscriber, and each beneficial purchaser, is not relying on the Corporation, the Agent or their respective affiliates or counsel in this regard.

There is no government or other insurance covering the Common Shares, Warrants or Warrant Shares.

There are risks associated with the purchase of the Common Shares, Warrants or Warrant Shares and the Subscriber and any beneficial purchaser for whom it is acting may lose his, her or its entire investment.

The Subscriber acknowledges and agrees that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Subscriber or (if applicable) each beneficial purchaser for whom it is acting, sign and return to the Corporation all relevant documentation required by the Securities Laws.

The Subscriber acknowledges and agrees that the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing.

Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently

in the case of the Corporation, to:

Rockwell Ventures Inc.
▇▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

with a copy to:

Lang ▇▇▇▇▇▇▇▇ LLP

1500 Royal Centre P.O. Box 11117
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

in the case of the Subscriber, at the address specified on the face page hereof, with a copy to the Agent at:

Westwind Partners Inc.

Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇;

with a copy to:

Stikeman Elliott LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax:      (▇▇▇) ▇▇▇-▇▇▇▇

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by fax, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business

Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

Any party hereto may change its address for service from time to time by notice given to each of the other parties hereto in accordance with the foregoing provisions.

of such delivery of a report of trade containing the full name, residential address and telephone number of each Purchaser or disclosed beneficial purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the purchase and the prospectus and registration exemption relied upon under applicable securities laws to complete such purchase;

that in Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario; and

that the Purchaser may contact the Administrative Assistant to the Director of Corporate Finance at Suite 1903, Box ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or by telephone at (▇▇▇) ▇▇▇-▇▇▇▇ for more information regarding the indirect collection of such information by the Ontario Securities Commission.

a Canadian financial institution, or a Schedule III bank,

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec,

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada,

an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,

an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (m),

an investment fund that distributes or has distributed its securities only to

a person that is or was an accredited investor at the time of the distribution,

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45- 106, and 2.19 [Additional investment in investment funds] of NI 45- 106, or

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45- 106,

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

a person acting on behalf of a fully managed account managed by that person, if that person

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

in Ontario, is purchasing a security that is not a security of an investment fund,

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as

an accredited investor, or

an exempt purchaser in Alberta or British Columbia after NI 45-106 comes into force.

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer;

a person that is registered as an investment dealer or in an equivalent category of registration under the securities legislation of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

a chair, vice-chair or president,

a vice-president in charge of a principal business unit, division or function including sales, finance or production,

an officer of the issuer or any of its subsidiaries and who performs a policy- making function in respect of the issuer, or

performing a policy-making function in respect of the issuer;

cash,

securities, or

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

at the time of the trade is actively involved in the business of the issuer;

an individual,

a corporation,

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

liabilities that are secured by financial assets;

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

the second person is a limited partnership and the general partner of the limited partnership is the first person.

the Subscriber is, and (if applicable) any other purchaser for whom it is acting hereunder, is:

a purchaser that is recognized by the securities regulatory authority in the jurisdiction in which it is, and (if applicable) any other purchaser for whom it is acting hereunder is resident or otherwise subject to the securities laws of such jurisdiction, as an exempt purchaser and is purchasing the Units as principal for its, or (if applicable) each such other purchaser’s, own account, and not for the benefit of any other person, for investment only and not with a view to resale or distribution; or

a purchaser which is purchasing Units pursuant to an exemption from any prospectus or securities registration requirements (particulars of which are enclosed herewith) available to the Corporation, the Agent, the Subscriber and any such other purchaser under applicable securities laws of their jurisdiction of residence or to which the Subscriber and any such other purchaser are otherwise subject to, and the Subscriber and any such other purchaser shall deliver to the Corporation and the Agent such further particulars of the exemption and their qualification thereunder as the Corporation or the Agent may reasonably request;

the purchase of Units by the Subscriber, and (if applicable) each such other purchaser, does not contravene any of the applicable securities laws in such jurisdiction and does not trigger: (i) any obligation of the Corporation to prepare and file a prospectus, an offering memorandum or similar document, or (ii) any obligation of the Corporation to make any filings with or seek any approvals of any kind from any regulatory body in such jurisdiction or any other ongoing reporting requirements with respect to such purchase or otherwise; or (iii) any registration or other obligation on the part of the Corporation or the Agent;

the Subscriber is knowledgeable of, and has been independently advised as to, the securities laws of such jurisdiction as applicable to this Subscription Agreement; and

the Subscriber, and (if applicable) any other purchaser for whom it is acting hereunder will not sell or otherwise dispose of any Units or any Common Shares, Warrants and Warrant Shares underlying the Units (the “Underlying Securities”), except in accordance with applicable Canadian securities laws, and if the Subscriber, or (if applicable) such beneficial purchaser sell or otherwise dispose of any Units or Underlying Securities to a person other than a resident of Canada, the Subscriber, and (if applicable) such beneficial purchaser, will obtain from such purchaser representations, warranties and covenants in the same form as provided in this Schedule “B” and shall comply with such other requirements as the Corporation may reasonably require.

Rockwell Ventures Inc. (the “Company”).

$3,150,000 of units (the “Units”). Each Unit is comprised of one common share in the capital of the Company (“Common Share”) and one Common Share purchase warrant (“Common Share Purchase Warrant”).

Each Common Share Purchase Warrant will entitle the holder to buy one Common Share at the exercise price of $0.60 during the first year from completion of the financing, $0.80 during the second year and at an exercise price of $1.00 during the third year. The three year term of the warrants is conditional upon Rockwell achieving Tier 1 status on the TSX Venture Exchange within the first two years.

“Best Efforts” offering by way of private placement subject to the terms and conditions of the agency agreement. The offering is subject to the private placement requirements of the provinces of Ontario, Alberta and British Columbia, including completion of appropriate forms and private placement commitment letters. The Units may be sold in the United States by private placement and will be available for re-sale under Rule 904 of Regulation S or Rule 144 of the United States

Securities Act of 1933.

$0.50 per Unit.

To acquire the interests and / or rights in four alluvial diamond properties in Southern Africa, as described in the June 30, 2006 Press Release issued by the Company (the “Acquisition Transaction”), exploration and development of these projects, other acquisitions, general working purposes and corporate development.

Westwind Partners Inc.

Canaccord Capital Inc.

On or about November 10, 2006.

Eligible under the usual statutes and for RRSPs, RRIFs, RESPs and DPSPs.

The Common Shares currently trade on the TSX Venture Exchange under the symbol “RVI”. An application will be made to list the Common Shares issued on the exchange of the Units (and the warrants) on the TSX-V.

The offering will be made pursuant to private placement exemptions (excluding exemptions that require the use of an offering memorandum) in Ontario, Alberta and British Columbia (the “Qualifying Jurisdictions”) and to institutional accredited investors and qualified institutional buyers in the United States that satisfy the requirements of Rule 501(a)(1), (2), (3) and (7) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

In the United Kingdom the Units will be offered only to persons who are both (i) “Qualified investors” within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets ▇▇▇ ▇▇▇▇ (“FSMA”) and acting as principals or in circumstances where Section 86(2) FSMA applies; and also (ii) within the categories of persons referred to in Article 19 Investment Professionals) or Article 49 (High net worth companies, etc.) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Financial Promotions) Order 2005.

The parties will negotiate in good faith a definitive agency agreement containing customary terms and conditions for transactions comparable to the offering, including a broad “disaster-out”, “material adverse charge-out”, “market-out”, “litigation-out” and “regulatory-out”. The Company shall obtain any regulatory and other consents which may be required to permit the offering as a condition to closing.

In Canada, the Units and the securities issuable thereunder will be subject to a hold period of four months in applicable jurisdictions calculated from the closing of the offering. In the United States, the Securities will be “restricted securities” as defined in Rule 144 under the U.S. Securities Act.

Placee Information:

Name: __________________________________________________________________________________

Complete Address:_________________________________________________________________________

________________________________________________________________________________________

Jurisdiction of Incorporation or Creation:_________________________________________________________

(a)

Is the Placee purchasing securities as a portfolio manager  (Yes/No)?___________________________________

Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)?__________

If the answer to 2(b) above was “Yes”, the undersigned certifies that:

It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

it was not created solely or primarily for the purpose of purchasing securities of the Issuer;

the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing

If the answer to 2(a). above was “No”, please provide the names and addresses of control persons of the Placee:

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.