Filed by Automated Filing Services Inc. (604) 609-0244 - Rockwell Ventures Inc.- Exhibit 4.3






EXECUTION VERSION

AGENCY AGREEMENT

May 9, 2007

Rockwell Ventures Inc.
1020 – 800 West Pender
Street
Vancouver, BC V6C 2V6

	ATTENTION: 	Scott D. Cousens



Dear Sir:

     RBC Dominion Securities Inc. (as
lead agent, “RBC”) and Canaccord Capital Corporation (an “Agent”
and together with RBC, the “Agents”) understand that Rockwell Ventures
Inc. (the “Company”) proposes to issue and sell up to CDN$50,024,000 of
units of the Company (the “Units”) at a subscription price of CDN$0.52
per Unit. Each Unit shall be comprised of one (1) common share in the capital of
the Company (a “Common Share”) and one (1) common share purchase warrant
of the Company (a “Warrant”). Each Warrant shall entitle the holder
thereof to acquire one (1) Common Share (a “Warrant Share”) on payment of
CDN$0.70 per Common Share prior to the close of business on the date that is 24
months from the Closing Date (as defined below). The offering of Units by the
Company is hereinafter referred to as the “Offering”.

     Upon and subject to the terms and
conditions set forth herein, the Agents hereby agree to act, and upon acceptance
hereof, the Company hereby appoints the Agents, as the Company’s sole and
exclusive agents, to offer for sale by way of private placement on a
commercially reasonable endeavours basis (and without underwriting liability) up
to CDN$50,024,000 of Units. The Agents shall be under no obligation to purchase
any of the Units.

     In consideration of the Agents’
services to be rendered in connection with the Offering, the Company shall pay
to RBC on behalf of the Agents a cash fee (the “Agency Fee”) in an amount
equal to 6% of gross proceeds realized by the Company on the issuance of the
Units pursuant to the Offering. As additional compensation for the services
provided, the Company shall grant to the Agents broker warrants (the “Broker
Warrants”) to purchase up to 5,772,000 Common Shares (the “Broker
Shares”). The Broker Warrants may be exercised, in whole or in part, during
the currency thereof, at an exercise price of CDN$0.52 per Broker Warrant, at
any time during the period commencing on the Closing Date and ending on the date
that is 24 months following the Closing Date.

     Notwithstanding the foregoing,
the Agents hereby agree to provide the Company with a selling concession (the
“Selling Concession”) in respect of the issuance of Units to purchasers
in South Africa, equal to $385,788, being 3% of the gross proceeds realized by
the Company on the issuance of Units to purchasers in such jurisdiction (with
24,730,000 Units issued to purchasers in South Africa for gross proceeds of
$12,859,600), which amount shall be deducted from the Agency Fee otherwise
payable pursuant to the paragraph above.




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     As used in this Agreement, unless
the context otherwise requires, the terms “Units”, “Common Shares”, “Warrants”
and “Warrant Shares” shall include the Broker Units that may be issued on
exercise of the Broker Warrants, the Common Shares and Warrants that may be
issued on exercise of the Broker Units and the Warrant Shares that may be issued
on exercise of the Warrants comprising part of the Broker Units.

     Whether or not the Offering is
completed, the Company will pay all its own expenses related to the Offering
including, without limitation, the fees and disbursements of legal counsel,
auditors and accountants and service providers retained by the Company in
connection with the Offering, expenses related to roadshows and marketing
activities, printing costs and filing fees and taxes thereon. In addition,
whether or not the Offering is completed, the Company will reimburse the Agents
(forthwith upon receiving an account or accounts therefor) for all reasonable
out-of-pocket expenses incurred by the Agents in connection with the Offering,
including, but not limited to, travel and communication expenses, database
service expenses and courier charges, as well as reasonable legal fees of legal
counsel to the Agents and taxes thereon, to a maximum of CDN$100,000
(collectively, the “Agents’ Expenses”) or as mutually agreed, with the
prior consent of the Company.

     If the Company agrees to pay a
commission or fee to anyone other than the Agents (including without limitation
any other agent, underwriter or financial advisor to the Company except for any
other registered dealers (or other dealers duly qualified in their respective
jurisdiction appointed by the Agents to assist in the Offering)), such
commission or fee will be for the Company’s account and will not reduce the
amount payable to the Agents hereunder.

     The fees and expenses of the
Agents and Agents’ counsel shall be payable at Closing (as defined below) as set
out herein.

     The Company agrees that the
Agents will be permitted to appoint other registered dealers (or other dealers
duly qualified in their respective jurisdictions) as their agents to assist in
the Offering and that the Agents may determine the remuneration payable by the
Agents to such other dealers appointed by them.

TERMS AND CONDITIONS

	1. 	
      Definitions.

	 	 
		
      As used in this Agreement, unless the context otherwise
      requires:

	 	 
		
      “Acquisition Transaction” means the acquisition by
      the Company, through Rockwell SA, of: (i) all of the issued and
      outstanding shares of Saxendrift Mine SPV, (ii) certain loan claims as
      described in the Definitive Agreement, and (iii) all of the issued and
      outstanding shares of Niewejaarskraal Mine (Proprietary) Limited and
      Remzwem (Proprietary) Limited from the Vendor in consideration for
      approximately ZAR 100,416,000, plus valued added tax, pursuant to the
      terms of the Definitive Agreement;







- 3 -

“affiliate”,
“distribution” and “insider” have the respective meanings ascribed
to them under the Securities Laws;

“Agency Fee” has the meaning as
set forth in the third paragraph of this Agreement;

“Agents” has the meaning set
forth in the first paragraph of this Agreement;

“Agents’ Expenses” has the
meaning set forth in the fourth paragraph of this Agreement;

“Agreement” means this agency
agreement and all schedules attached to it;

“Authorization” means, with
respect to any Person, any order, permit, approval, consent, waiver, licence or
similar authorization of any Governmental Authority having jurisdiction over the
Person;

“Broker Warrant Certificate”
means the certificates representing the Broker Warrants;

“Closing” means the completion
of the issue and sale by the Company of the Units pursuant to this Agreement and
the Subscription Agreements;

“Closing Date” means May 9, 2007
or such other date as the Company and Agents may agree;

“Closing Time” means 9:00 a.m.
(Toronto time) on the Closing Date or such other time on the Closing Date as the
Company and the Agents may agree in writing;

“Common Share” means a common
share of the Company;

“Company” means Rockwell
Ventures Inc.;

“Definitive Agreement” means the
Sale of Shares and Claims Agreement dated March 3, 2007 between the Vendor,
Trans Hex, the Company and Rockwell SA setting out the terms of the Acquisition
Transaction;

“Governmental Authority” means
any federal, provincial, state, municipal, county or regional governmental or
quasi-governmental authority, domestic or foreign, and includes any ministry,
department, court, tribunal, arbitral body, commission, bureau, board,
administrative or other agency or regulatory body or instrumentality thereof,
any quasi-governmental body or private body exercising regulatory, expropriation
or taxing authority under or for the account, if any, of the foregoing and any
stock exchange or self-regulatory authority and, for greater certainty, includes
the Regulatory Authorities;

“Institutional Accredited
Investor” means an “accredited investor” that satisfies the criteria set
forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S.
Securities Act;




- 4 -

“Investor Presentation” means
the presentation dated April 2007 prepared by the Company;

“knowledge” means to the best of
the knowledge, information and belief of a party after reviewing all existing
relevant records in the possession of such party and making due inquiries
regarding the relevant matter of all relevant directors or officers of such
party;

“Laws” means any and all
applicable (i) laws, constitutions, treaties, statutes, codes, ordinances,
principles of common and civil law and equity, orders, decrees, rules,
regulations and municipal by-laws whether domestic, foreign or international,
(ii) judicial, arbitral, administrative, ministerial, departmental and
regulatory judgments, orders, writs, injunctions, decisions, and awards of any
Governmental Authority and (iii) policies, practices and guidelines of, or
contracts with, any Governmental Authority which, although not actually having
the force of law, are considered by such Governmental Authority as requiring
compliance as if having the force of law, in each case binding on or affecting
the Person referred to in the context in which the word is used;

“material” means material in
relation to the Company;

“Material Adverse Effect” means
a material adverse effect on the business, operations, results of operations,
prospects, assets, liabilities or financial condition of the Company;

“material change” means any
change in the business, operations, assets, liabilities, ownership or capital of
the Company (except the transactions contemplated herein) that would reasonably
be expected to have a significant effect on the market price or value of the
Units or any other securities of the Company and includes a decision to
implement such a change made by the board of directors of the Company or by
senior management of the Company who believe that confirmation of the decision
by the board of directors is probable;

“material fact” means any fact
that significantly effects or would reasonably be expected to have a significant
effect on the market price or value of the Units or any other securities of the
Company;

“Material Property” means each
of the Company’s material mining properties including the interest in the
Holpan/Klipdam, Wouterspan and Galputs properties in South Africa, the Kwango
River project in the Democratic Republic of Congo and the Saxendrift and
Niewejaarskroal diamond mines and the Kwartelspan, Zwemkuil-Mooidraai and
Remhoogte-Holsloot diamond exploration projects located in South Africa;

“misrepresentation” means, with
respect to circumstances in which the Securities Laws are applicable, a
misrepresentation as defined under the Securities Laws;




- 5 -

“NI 45-106” means National
Instrument 45-106 Prospectus and Registrations Exemptions; 

“Non-Brokered Private Placement”
means the private placement of CDN$10,000,000 of Units by Rockwell, or such
other amount as may be agreed to between the parties, on substantially the same
terms as the Offering;

“Permits” means all permits
required to conduct exploration and mining activities in respect of the Material
Properties;

“Person” means a natural person,
partnership, limited partnership, limited liability partnership, corporation,
limited liability corporation, unlimited liability company, joint stock company,
trust, unincorporated association, joint venture or other entity or Governmental
Authority, and pronouns have a similarly extended meaning;

“Public Record” means annual and
interim financial statements and the notes thereto, management’s discussion and
analysis of operating results, annual and quarterly reports to shareholders,
management proxy circulars, prospectuses, annual information forms, business
acquisition reports, technical reports, material change reports and press
releases and all other information filed on SEDAR by the Company during the
twelve (12) months preceding the date hereof;

“Purchaser” means a purchaser of
the Units and “Purchasers” means all of the purchasers of the Units;

“Qualifying Jurisdictions” means
each of the Provinces in Canada, the United States, the United Kingdom and such
other jurisdictions as the Company and Agents may determine;

“Quest Facility” means the
CDN$6,000,000 credit facility made available to the Company by Quest Capital
Corp.;

“Quest Option” means the option
of Quest Capital Corp. to convert the Quest Facility into Common Shares;

“RBC” means RBC Dominion
Securities Inc.;

“Regulatory Authorities” means
the securities commissions in each of the Qualifying Jurisdictions and the TSX-V
and “Regulatory Authority” means any one of them;

“Rockwell SA” means, Rockwell
Resources RSA (Pty) Limited, the wholly owned subsidiary of the Company
incorporated and existing under the laws of South Africa;

“Saxendrift Opinions” means,
collectively the opinions of Harrison Attorneys and Tabacks and Associates, in
respect of the mineral rights relating to the Saxendrift and




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Niewejaarskroal diamond mines and the
Kwartelspan, Zwemkuil-Mooidraai and Remhoogte-Holsloot diamond exploration
projects located in South Africa;

“Saxendrift Mine SPV” means
Saxendrift Mine (Proprietary Limited), a private limited liability company
incorporated and existing under the laws of South Africa, and a wholly owned
subsidiary of the Vendor, which holds the rights to the Saxendrift and
Niewejaarskraal diamond mines and the Kwartelspan, Zwemkuil-Mooidrai and
Remhoogte-Holsloot diamond exploration projects in South Africa;

“Securities” means the Common
Shares, Warrants, Warrant Shares and Broker Warrants collectively or
individually as the context requires.

“Securities Laws” means,
collectively, the applicable securities laws of the Qualifying Jurisdictions and
the respective regulations and rules made and forms prescribed thereunder
together with all applicable published policy statements, instruments, blanket
orders, rulings and notices of the Qualifying Jurisdictions;

“Selling Concession” means, the
selling concession granted by the Agents in favour of the Company in respect of
the issuance of Units to purchasers in South Africa, equal to 3% of the gross
proceeds realized by the Company on the issuance of Units to purchasers in South
Africa;

“Subscription Agreements” means
the agreements to be entered into between the Company and the Purchasers hereto
as the same may be amended in accordance with the terms thereof;

“Transaction Documents” means
this Agreement, the Subscription Agreements, the Warrant Certificates and the
Broker Warrant Certificates;

“Trans Hex” means Trans Hex
Group Limited, a public company incorporated and existing under the laws of
South Africa and listed on the JSE Limited and the Namibian Stock Exchange;

“TSX-V” means the TSX Venture
Exchange;

“United States” means the United
States as that term is defined in Regulation S under the U.S. Securities
Act;

“U.S. Securities Act” means the
United States Securities Act of 1993, as amended;

“Van Wyk Opinion” means the
opinion of Tabacks and Associates in respect of the Holpan/Klipdam, Wouterspan
and Galputs properties in South Africa;

“Vendor” means Trans Hex
Diamante Beperk, a public company incorporated and existing under the laws of
South Africa and a wholly owned subsidiary of Trans Hex;

“Warrant Certificates” means the
certificates representing the Warrants;




- 7 -

“Warrant Shares” means the
Common Shares issuable upon the exercise of the Warrants; and

“Warrants” means the warrants of
the Company to be issued as part of the Offering.

	2. 	
      Interpretation.



For the purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise
requires:

	 	(a) 	
      any reference in this Agreement to a designated
      “Section”, “Subsection”, “Paragraph” or other
      subdivision refers to the designated section, subsection, paragraph or
      other subdivision of this Agreement;

	 	 	 
	 	(b) 	
      the words “herein” and “hereunder” and
      other words of similar import refer to this Agreement as a whole and not
      to any particular section or other subdivision of this
Agreement;

	 	 	 
	 	(c) 	
      the word “including”, when following any general
      statement, term or matter, is not to be construed to limit such general
      statement, term or matter to the specific items or matters set forth
      immediately following such word or to similar items or matters, whether or
      not non-limiting language (such as “without limitation” or “but
      not limited to” or words of similar import) is used with reference
      thereto but rather refers to all other items or matters that could
      reasonably fall within the broadest possible scope of such general
      statement, term or matter;

	 	 	 
	 	(d) 	
      any reference to a statute includes and, unless otherwise
      specified herein, is a reference to such statute and to the regulations
      made pursuant thereto, with all amendments made thereto and in force from
      time to time, and to any statute or regulations that may be passed which
      have the effect of supplementing or superseding such statute or such
      regulation;

	 	 	 
	 	(e) 	
      any reference to “party” or “parties” means
      the Company, the Agents, or both, as the context requires;

	 	 	 
	 	(f) 	
      all amounts expressed herein in terms of money refer to
      lawful currency of Canada and all payments to be made hereunder shall be
      made in such currency;

	 	 	 
	 	(g) 	
      the headings in this Agreement are for convenience of
      reference only and do not affect the interpretation of this Agreement;
      and

	 	 	 
	 	(h) 	
      words importing the masculine gender include the feminine
      or neuter gender and words in the singular include the plural, and vice
      versa.




	3. 	
      Appointment of the
Agents.







- 8 -

	3.1 	
      Subject to the terms and conditions of this Agreement,
      the Company hereby appoints the Agents, and the Agents hereby agree to act
      as the exclusive agents of the Company, to offer the Units in the Offering
      for sale to the public in the Qualifying Jurisdictions and to use its
      commercially reasonable endeavours efforts to solicit and procure
      Purchasers of the Units on behalf of the Company. The Company shall issue
      and sell the Units at the Closing Time, in accordance with and subject to
      the provisions of this Agreement. It is understood and agreed by the
      parties that the Agents shall act as agent only and at no time shall the
      Agents have any obligation whatsoever to purchase Units.

	 	 
	3.2 	
      No Agent will be liable to the Company under this
      Agreement with respect to a breach or default by the other Agent or any
      other agent or registered dealer appointed hereunder.

	 	 
	4. 	
      Offering Procedures.

	 	 
	4.1 	
      Each Purchaser of Units will purchase Units under
      exemptions from applicable prospectus and registration requirements under
      the laws of the jurisdiction of residence of, or otherwise applicable to,
      the Purchaser. The Agents will deliver a Subscription Agreement to each
      Purchaser and each Purchaser will enter into a Subscription Agreement with
      the Company. The Agents will notify the Company with respect to the
      identities of Purchasers in sufficient time to allow the Company to comply
      with all applicable regulatory requirements and all requirements under
      applicable Securities Laws to be complied with by the Company as a result
      of the offering and sale of the Units to such Purchasers on a private
      placement basis in the Qualifying Jurisdictions.

	 	 
	4.2 	
      The Agents may offer for sale Units to institutional and
      accredited investors in Canada, the United Kingdom and Europe as well as
      to Institutional Accredited Investors in the United States pursuant to
      private placement exemptions. The offering of the Units hereunder shall be
      in compliance with all applicable Securities Laws and in such a manner so
      as not to require registration or authorization thereof or filing or
      approval of a prospectus, offering memorandum or similar document with
      respect thereto under such laws.

	 	 
	4.3 	
      The Company will file or cause to be filed all documents
      required to be filed by the Company in connection with the purchase and
      sale of the Units and the issue of the Broker Warrants so that the
      distribution of the Units may lawfully occur without the necessity of
      filing a prospectus or similar document in Canada or in any other
      jurisdiction. The Agents will use their commercially reasonable endeavours
      to cause Purchasers to complete any forms required by Securities
    Laws.

	 	 
	5. 	
      Company’s Covenants as to Changes.

	 	 
	5.1 	
      The Company agrees that:







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	 	(a) 	
      during the period commencing with the date hereof and
      ending on the Closing Date, the Company will promptly inform the Agents of
      the full particulars of:

	 	 	 	 
	 		(i) 	
      any material change (actual, anticipated, contemplated,
      proposed or threatened) in the assets, liabilities (absolute, accrued,
      contingent or otherwise), business, affairs, operations, obligations,
      prospects, capital, condition (financial or otherwise) of the Company or
      its ownership;

	 	 	 	 
	 		(ii) 	
      any change in any material fact contained or referred to
      in any part of the Public Record and not already reflected in the Public
      Record;

	 	 	 	 
	 		(iii) 	
      the occurrence of a material fact or the discovery of an
      existing material fact or event which, in any such case, is, or may be, of
      such a nature as to (A) render any information contained in the Public
      Record untrue, false or misleading in a material respect, (B) result in a
      material misrepresentation of any information contained in the Public
      Record, or (C) result in the Public Record not complying with Securities
      Laws in any material respect; or

	 	 	 	 
	 		(iv) 	
      the discovery by the Company of any material
      misrepresentation of any information contained in the Public Record or in
      any information regarding the Company previously provided to the Agents by
      the Company in connection with the Offering;

	 	 	 	 
	 			
      provided that if there may be any reasonable doubt as to
      whether a material change, change, occurrence or event of the nature
      referred to in this subsection has occurred, the Company shall promptly
      inform the Agents of the full particulars of the occurrence giving rise to
      the uncertainty and shall consult with the Agents as to whether the
      occurrence is of such nature;

	 	 	 	 
	 	(b) 	
      during the period commencing with the date hereof and
      ending on the Closing Date, the Company will promptly inform the Agents of
      the full particulars of:

	 	 	 	 
	 		(i) 	
      any request of any Regulatory Authority for any amendment
      to any part of the Public Record or for any additional
  information;

	 	 	 	 
	 		(ii) 	
      the issuance by any Regulatory Authority of any order to
      cease, suspend or halt trading of any securities of the Company or of the
      institution or threat of institution of any proceedings for that purpose;
      or

	 	 	 	 
	 		(iii) 	
      the receipt by the Company of any communication from any
      Regulatory Authority relating to any part of the Public Record or the
      distribution of the Units;







- 10 -

	 	(c) 	
      during the period commencing on the date hereof and
      ending on the Closing Date, the Company will promptly provide to the
      Agents, for review by the Agents and the Agents’ counsel, prior to filing
      or issuance thereof, any material change report and any press release and
      any other document to be publicly disseminated or publicly available;
      and

	 	 	 
	 	(d) 	
      the Company will promptly comply, to the reasonable
      satisfaction of the Agents and the Agents’ counsel, with Securities Laws
      with respect to any material change, change, occurrence or event of the
      nature referred to in Section 5.1(a) of this Agreement and the Company
      will prepare and file promptly at the Agents’ request, acting reasonably,
      any amendment to any part of the Public Record which in the Agents’
      opinion may be necessary or advisable and the Company shall consult with
      the Agents with respect to the form and content of any amendment to any
      part of the Public Record proposed to be filed by the Company and shall
      not file any such amendment without the prior review and approval thereof
      by the Agents, acting reasonably.




	6. 	
      Representations and Warranties of the
    Company.

	 	 	 
	6.1 	
      Each certificate required to be provided in accordance
      with the terms of this Agreement, signed by any officer or director of the
      Company and delivered to the Agents or the Agents’ counsel, will
      constitute a representation and warranty by the Company (and not such
      officer or director of the Company in his/her personal capacity) to the
      Agents or the Agents’ counsel, as the case may be, as to the matters
      covered by the certificate.

	 	 	 
	6.2 	
      The Company represents and warrants to the Agents at the
      date of this Agreement and at the Closing Date and acknowledges and
      confirms that the Agents are relying on such representations and
      warranties, as follows:

	 	 	 
		(a) 	
      the Company and each of its subsidiaries have been
      incorporated and organized and are validly subsisting under the laws of
      their respective jurisdictions of incorporation, are current and
      up-to-date with all filings required to be made by them in the respective
      jurisdictions and have all requisite corporate capacity, power and
      authority and are qualified or authorized to carry on their respective
      businesses as now conducted and to own or lease and operate their
      respective property and assets in all jurisdictions where such
      qualifications or authorization is required and, in the case of the
      Company, to undertake the Offering and to carry out all other obligations
      and transactions contemplated herein, including entering into, executing
      and delivering the Transaction Documents and carrying out its respective
      obligations thereunder;

	 	 	 
		(b) 	
      the issue, sale and delivery of the Securities, the
      completion of the Acquisition Transaction and the application to list the
      Common Shares issued pursuant to the Offering and the Warrant Shares upon
      the exercise of







- 11 -

the Warrants on the TSX-V have been
authorized by all necessary corporate action on the part of the Company;

		(c) 	
      all consents, approvals, permits, authorizations or
      filings as may be required under any statute, rule or regulation
      applicable to the Company including, without limitation, Securities Laws
      necessary for: (i) the execution and delivery of the Transaction
      Documents; (ii) the issuance and delivery of the Securities; (iii) the
      completion of the transactions contemplated hereby; and (iv) the
      application to list the Common Shares issued pursuant to this Offering and
      the Warrant Shares upon the exercise of the Warrants on the TSX-V; have
      been made or obtained, as applicable, and have all been authorized by all
      necessary corporate action on the part of the Company;

	 	 	 	 
	 	(d) 	
      neither the execution of this Agreement nor the issue,
      sale and delivery of the Securities by the Company do or will (or would
      with the giving of notice, the lapse of time or the happening of any other
      event or condition) constitute or result in a breach or violation of, or
      conflict with or allow any other Person to exercise any rights under, any
      of the terms or provisions of its constating documents or by-laws, or of
      any material mortgage, note, indenture, contact or agreement (written or
      oral), instrument, lease, license, permit or other document to which the
      Company is a party or by which it is bound, which breach or violation of,
      or conflict with, or exercise of rights under, would have a Material
      Adverse Effect;

	 	 	 	 
	 	(e) 	
      the execution and delivery by the Company of the
      Transaction Documents, the performance by the Company of its obligations
      thereunder and the transactions contemplated by them do not and will not
      result in a breach of, or cause the termination or revocation of, any
      Authorization held by the Company and do not and will not result in the
      violation of any Law to which the Company is subject which in either case
      would have a Material Adverse Effect, excluding any violation of any Law
      arising from any act or omission of the Agents in respect of the
      Offering;

	 	 	 	 
	 	(f) 	
      there is no requirement to make any filing with, give any
      notice to, or obtain any Authorization of, any Governmental Authority as a
      condition to the lawful completion of the transactions contemplated by the
      Transaction Documents, except for the filings, notifications and
      Authorizations required under applicable Securities Laws and the rules of
      the TSX -V;

	 	 	 	 
	 	(g) 	
      the Transaction Documents have been, or will be prior to
      the Closing Time, duly authorized, executed and delivered by the Company
      and constitute, or will constitute, legal, valid and binding obligations
      of the Company, enforceable against it in accordance with their respective
      terms, except that:

	 	 	 	 
	 		(i) 	
      the enforceability of the Transaction Documents may be
      limited by bankruptcy, winding-up, insolvency, arrangement, fraudulent
      preference and conveyance, assignment, reorganization,
  moratorium







- 12 -

or similar laws of general application
affecting the enforcement of creditors rights;

	 	(ii) 	
      a court may exercise discretion in the granting of
      equitable remedies such as specific performance and injunction;
  and

	 	 	 
	 	(iii) 	
      a court may decline to enforce rights of indemnification
      or contribution to the extent that they directly or indirectly relate to
      liabilities imposed by law on the indemnified party for which it would be
      contrary to public policy to require indemnification by the indemnifying
      party or which relate to liabilities for non-Canadian
  taxes;




	 	(h) 	
      except as provided for in this Agreement, other than the
      Agents, there is no Person acting or purporting to act for the Company who
      is entitled to any brokerage or finder’s fee or agent’s commissions or
      other similar payments in connection with this Agreement or any of the
      transactions contemplated herein and in the event that any Person, acting
      or purporting to act for the Company establishes a claim for any fee from
      the Agents (otherwise than as a result of any actions of the Agents), the
      Company covenants to indemnify and hold harmless the Agents with respect
      thereto and with respect to all costs reasonably incurred in the defence
      thereof;

	 	 	 	 
	 	(i) 	
      none of the directors or officers of the Company nor any
      associate or affiliate of the Company had, has or intends to have any
      material interest, direct or indirect, in the transactions contemplated by
      the Transaction Documents or in any proposed transaction which materially
      affects, is material to or will or may reasonably be expected to
      materially affect the Company;

	 	 	 	 
	 	(j) 	
      the authorized share capital of the Company consists of
      an unlimited number common shares without par value, of which, as at the
      date hereof, 69,873,125 Common Shares are issued and outstanding as fully
      paid and non-assessable. In addition, as at the date hereof, there are
      outstanding options to acquire 450,417 Common Shares, outstanding warrants
      to acquire 42,000,000 Common Shares, together with those additional common
      Shares issuable as set out on Schedule “B” hereto;

	 	 	 	 
	 	(k) 	
      at the Closing Time:

	 	 	 	 
	 		(i) 	
      the Common Shares will be validly authorized and issued
      as fully paid and non-assessable securities of the Company;

	 	 	 	 
	 		(ii) 	
      the Warrants will be duly and validly created, authorized
      and issued; and

	 	 	 	 
	 		(iii) 	
      the Warrant Shares will be duly and validly created and
      authorized or reserved for issuance, as the case may be, upon exercise of
      the Warrants, all in accordance with their terms and, upon such
      exercise







- 13 -

and payment of the applicable exercise
price, will be duly and validly issued as fully paid and non-assessable; 

	 	(l) 	
      the Company has not, directly or indirectly, declared or
      paid any dividend or declared or made any other distribution on any of its
      securities of any class, and has not directly or indirectly, redeemed,
      purchased or otherwise acquired any of its shares or securities or agreed
      to do so. There is no restriction on or impediment to the declaration or
      payment of any dividend or other distribution on the shares in the
      constating documents of the Company or in any agreement, mortgage, note,
      debenture, indenture or other instrument or document to which the Company
      is a party;

	 	 	 
	 	(m) 	
      there are not any bonds, debentures, notes or other
      indebtedness of the Company having the right to vote (or convertible into,
      or exchangeable for, securities having the right to vote) on any matters
      on which shareholders of the Company must vote;

	 	 	 
	 	(n) 	
      there are no outstanding contractual obligations or other
      requirements of the Company to repurchase, redeem or otherwise acquire any
      shares of capital stock of the Company, or provide funds to or make any
      investment (in the form of a loan, capital contribution or otherwise) in,
      any other person;

	 	 	 
	 	(o) 	
      there are no stock appreciation rights, phantom equity or
      similar rights, agreements, arrangements or commitments based upon the
      book value, income or any other attribute of the Company or the
      Subsidiaries;

	 	 	 
	 	(p) 	
      other than the Warrants and the Quest Option, no person
      has any right, agreement or option, present or future, contingent or
      absolute, or any right capable of becoming a right, agreement or option,
      for the purchase, subscription, issuance, allotment or other acquisition
      of any of the Company’s shares or any other security convertible into or
      exchangeable for any shares of the Company or to require the Company to
      purchase, redeem or otherwise acquire any of its issued and outstanding
      shares, except for: (i) directors, officers, employees and key consultants
      who have been granted stock options pursuant to the Company’s stock option
      plan; (ii) holders of common share purchase warrants to purchase Common
      Shares; and (iii) Persons entitled to receive and/or to whom the Company
      may elect to issue, Common Shares pursuant to property and/or securities
      purchase agreements;

	 	 	 
	 	(q) 	
      as of the date of this agreement, no person has any
      right, agreement or option, present or future, contingent or absolute, or
      any right capable of becoming a right, agreement or option, for the
      purchase, subscription, issuance, allotment or other acquisition of any of
      the shares or any other security convertible into or exchangeable for any
      shares of Saxendrift Mine SPV, or to require Saxendrift Mine SPV to
      purchase, redeem or otherwise acquire any of its respective issued and
      outstanding shares;







- 14 -

	 	(r) 	
      other than the Acquisition Transaction, the Company has
      not approved, is not contemplating, has not entered into, and has no
      knowledge of:

	 	 	 	 
	 		(i) 	
      the change of control (by sale or transfer of shares or
      sale of all or substantially all of the assets or otherwise) of the
      Company;

	 	 	 	 
	 		(ii) 	
      a proposed or planned disposition of any securities by
      any insider or any shareholder who owns, directly or indirectly, 5% or
      more of the issued and outstanding securities of the Company; or

	 	 	 	 
	 		(iii) 	
      any written or oral agreement, option, understanding or
      commitment or any right or privilege capable of becoming such, for the
      purchase, sale, transfer or other disposition of any material property or
      assets or any interest therein owned directly or indirectly by the
      Company;

	 	 	 	 
	 	(s) 	
      the Company and its subsidiaries are conducting their
      business in compliance with all Laws of each jurisdiction in which their
      business is carried on that are material to the business of the Company
      and its subsidiaries taken as a whole, including, without limitation, all
      applicable Securities Laws and applicable laws, regulations and statutes
      relating to mining and/or mining claims, concessions, licenses or leases
      and is duly licensed, registered or qualified in all jurisdictions in
      which it owns, leases or operates its property or carries on business to
      enable its business to be carried on as now conducted and its property and
      assets to be owned, leased and operated and all such claims, concessions,
      licences, leases, permits, consents, registrations and qualifications are
      valid and subsisting and in good standing, except in respect of matters
      which do not and will not result in any Material Adverse Effect. No
      notices, correspondence or documents relating to any inquiries,
      revocation, modification or other proceedings relating to such claims,
      concessions, licences, leases, permits, consents, registrations and
      qualifications have been received or to the Company’s knowledge threatened
      from or by an authority having jurisdiction over the Company and its
      subsidiaries or any of their assets and the Company knows of no facts
      which would reasonably be expected to be a basis for any of the
      foregoing;

	 	 	 	 
	 	(t) 	
      the Company is a reporting issuer in good standing under
      the securities laws of each of the provinces of British Columbia, Alberta
      and Ontario, and in the previous 12 months, no material change relating to
      the Company has occurred with respect to which a material change report
      has not been filed under any Securities Laws and no such disclosure has
      been made on a confidential basis which remains confidential as of the
      date hereof;

	 	 	 	 
	 	(u) 	
      the Company is the beneficial owner of, or has the right
      to acquire the interests in, the properties, business and assets referred
      to in the Public Record, including without limitation the Material
      Properties, and any and all agreements pursuant to which the Company holds
      or will hold any such interest in property, business or assets are in good
      standing in all material respects according to their terms, and the
      properties are in good standing







- 15 -

under the applicable statutes and
regulations of the jurisdictions in which they are situated, except where it
would not result in a Material Adverse Effect;

	 	(v) 	
      the minute books of the Company are true and correct and
      contain the minutes of all meetings and all resolutions of directors and
      shareholders of the Company;

	 	 	 
	 	(w) 	
      the issued and outstanding Common Shares are listed and
      posted for trading on the TSX-V and no order ceasing or suspending trading
      in any Securities of the Company or the trading of any of the Company’s
      issued Securities has been issued and is currently outstanding and no
      proceedings for such purpose are pending, contemplated or
    threatened;

	 	 	 
	 	(x) 	
      the Company will use its reasonable best efforts to take
      all steps necessary to obtain the conditional acceptance of the TSX-V and
      will comply with all other regulatory requirements, requirements of the
      TSX-V and requirements of the Securities Laws applicable to the offer,
      sale and issuance of the Securities as contemplated herein required to be
      taken or complied with by it prior to the Closing Date. As of the Closing
      Date, the Common Shares and the Warrant Shares will be conditionally
      approved for listing on the TSX-V;

	 	 	 
	 	(y) 	
      the Public Record complies with all Securities Laws in
      all material respects, is in all material respects accurate and omits no
      facts, the omission of which makes the Public Record or any particulars
      therein, misleading or incorrect when read in conjunction with all of the
      information filed on SEDAR by the Company and the Public Record contains
      no misrepresentations;

	 	 	 
	 	(z) 	
      The information contained in the Investor Presentation is
      in accordance with the facts and does not omit anything likely to affect
      the import of such information. All statements of fact in the Investor
      Presentation are true and accurate and are not misleading and all
      forecasts, estimates, expressions of opinion, intention and expectation in
      the Investor Presentation are truly and honestly held and either fairly
      based upon facts within the knowledge of the Company or made on reasonable
      grounds after due and careful consideration and to the extent that they
      are based on assumptions, have regard to the facts which are known to the
      Company;

	 	 	 
	 	(aa) 	
      except as would not individually or in the aggregate
      reasonably be expected to have a material change on the business of the
      Company taken as a whole, (i) the Company is not in violation of any
      applicable Law relating to pollution or occupational health and safety,
      the environment (including ambient air, surface water, groundwater, land
      surface or subsurface strata) or wildlife, including laws relating to the
      release or threatened release of chemicals, pollutants, contaminants,
      wastes, toxic substances, hazardous substances, petroleum or petroleum
      products (collectively, “Hazardous Materials”) or to the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of Hazardous Materials (collectively,
      “Environmental







- 16 -

Laws”), (ii) the Company has
all permits, authorizations and approvals required under any applicable
Environmental Laws and are each in material compliance with their requirements,
(iii) to the knowledge of the Company, there are no pending or threatened
administrative, regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of non-compliance or violation, investigation or
proceedings relating to any Environmental Laws against the Company, and (iv) to
the knowledge of the Company, there are no events or circumstances that would
reasonably be expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or
governmental body or agency, against or affecting the Company relating to
Hazardous Materials or any Environmental Laws;

	 	(bb) 	
      to the knowledge of the Company, the Company is not the
      subject of any international, foreign, federal, provincial, municipal or
      private action, suit, litigation, grievance, arbitration proceeding,
      governmental proceeding, investigation or claim involving a demand for
      damages or other potential liability with respect to violations of
      Environmental Laws;

	 	 	 
	 	(cc) 	
      the Company is in compliance with all laws respecting
      employment and employment practices, terms and conditions of employment,
      wages and hours and has not and is not engaged in any unfair labour
      practice;

	 	 	 
	 	(dd) 	
      no action, suit, grievance, arbitration, alternative
      dispute resolution process, inquiries or proceedings, at law or in equity
      are pending or, to the knowledge of the Company, are contemplated or
      threatened to which the Company is a party or to which the property of the
      Company is subject that would result in a Material Adverse
  Effect;

	 	 	 
	 	(ee) 	
      except as disclosed in the Public Record and other than
      the Offering, there has not been any material change in the assets,
      liabilities or obligations (absolute, accrued, contingent or otherwise) of
      the Company, as set forth in the financial statements of the Company for
      the financial year ended May 31, 2006 and there has not been any material
      adverse change in the business, operations or condition (financial or
      otherwise) or results of the operations of the Company since May 31, 2006
      and since that date there have been no facts, transactions, events or
      occurrences which could have a Material Adverse Effect;

	 	 	 
	 	(ff) 	
      the technical reports in respect of the Material
      Properties as filed with Canadian Securities administrators on the System
      for Electronic Document Analysis and Retrieval (SEDAR) (including the
      certificates of Qualified Persons forming part thereof) were prepared in
      accordance with National Instrument NI 43-101;

	 	 	 
	 	(gg) 	
      all documents prepared by the Company and all information
      delivered by the Company to the Agents and their counsel as a part of
      their due diligence in connection with the Offering were complete and
      accurate in all material







- 17 -

respects and to the Company’s
knowledge did not contain any untrue statement of material fact or omit to state
a material fact necessary in order to make the statements contained therein not
misleading in the circumstances;

	 	(hh) 	
      the audited and unaudited comparative financial
      statements of the Company and the related notes thereto for the Company’s
      financial year ended May 31, 2006 and the six months ended November 30,
      2006, respectively, present fairly in all material respects the financial
      position, results of operations, earnings and cash flow of the Company as
      at the dates and for the periods indicated. Such financial statements have
      been prepared in conformity with Canadian generally accepted accounting
      principles on a basis consistent throughout the periods indicated and are
      in accordance with the books and records of the Company;

	 	 	 
	 	(ii) 	
      to the Company’s knowledge, all documents prepared by
      third parties and all information received from third parties delivered by
      the Company to the Agents and their counsel as a part of their due
      diligence in connection with the Offering were complete and accurate in
      all material respects;

	 	 	 
	 	(jj) 	
      there are no off-balance sheet transactions,
      arrangements, obligations (including contingent obligations) or other
      relationships of the Company with unconsolidated entities or other persons
      that may have a material current or future affect on the financial
      condition, changes in financial condition, results of operations,
      earnings, cash flow, liquidity, capital expenditures, capital resources,
      or significant components of revenues or expenses of the Company or that
      would reasonably be expected to be material to an investor in making a
      decision to purchase the Units;

	 	 	 
	 	(kk) 	
      neither the Company nor any subsidiary has any contingent
      liabilities in excess of the liabilities that are either reflected or
      reserved against in the Company’s financial statements which would
      reasonably be expected to be material to the financial condition of the
      Company;

	 	 	 
	 	(ll) 	
      the Company maintains a system of internal controls
      sufficient to provide reasonable assurances that (i) transactions are
      executed in accordance with management’s general or specific
      authorization; (ii) transactions are recorded as necessary to permit the
      financial statements to be fairly presented in accordance with Canadian
      generally accepted accounting principles and to maintain accountability
      for assets; (iii) access to its assets is permitted only in accordance
      with management’s general or specific authorization; (iv) the recorded
      accountability for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to differences; (v)
      material information relating to the Company is made known to those within
      the Company responsible for the preparation of the financial statements
      during the period in which the financial statements have been prepared and
      that such material information is disclosed to the public within the time
      periods required by applicable Laws; and (vi) all significant deficiencies
      and material weaknesses in the design or operation of
  such







- 18 -

internal controls that could adversely
affect the Company’s ability to disclose to the public information required to
be disclosed by it in accordance with applicable Laws and all fraud, whether or
not material, that involves management or employees that have a significant role
in the Company’s internal controls have been disclosed to the audit committee of
the Company’s board of directors;

	 	(mm) 	
      the Company’s auditors are independent public accountants
      as required under applicable Securities Laws;

	 	 	 
	 	(nn) 	
      all income tax returns of the Company and all taxes shown
      on such returns or otherwise assessed which are due and payable have been
      paid, except tax assessments against which appeals have been or will be
      promptly taken and as to which adequate reserves have been provided. All
      other tax returns of the Company required to be filed pursuant to any
      applicable law have been filed, and all taxes shown on such returns or
      otherwise assessed which are due and payable have been paid, except for
      such taxes, if any, as are being contested in good faith and as to which
      adequate reserves have been provided. The Company has made instalments of
      taxes as and when required. The Company has duly and timely withheld from
      any amount paid or credited by it to or for the account or benefit of any
      person, including any employee, officer, director, or non-resident person,
      the amount of all taxes and other deductions required by applicable Law to
      be withheld and has duly and timely remitted the withheld amount to the
      appropriate taxing or other authority and has duly and timely issued tax
      reporting slips or returns in respect of any amount so paid or credited by
      it as required by applicable Laws;

	 	 	 
	 	(oo) 	
      the Company has satisfied all obligations under, and
      there are no outstanding defaults or violations with respect to, and no
      taxes, penalties, or fees are owing or exigible under or in respect of,
      any employee benefit, incentive, pension, retirement, stock option, stock
      purchase, stock appreciation, health, welfare, medical, dental,
      disability, life insurance and similar plans, arrangements or practices
      relating to the current or former employees, officers or directors of the
      Company maintained, sponsored or funded by the Company, whether written or
      oral, funded or unfunded, insured or self-insured, registered or
      unregistered and all contributions or premiums required to be paid
      thereunder have been made in a timely fashion and any such plan or
      arrangement which is a funded plan or arrangement is fully funded on an
      ongoing and termination basis;

	 	 	 
	 	(pp) 	
      the Company maintains insurance policies with reputable
      insurers against risks of loss of or damage to its properties, assets and
      business of such types as are customary in the case of entities engaged in
      the same or similar businesses to the full insurable value of their
      properties and assets and the Company is not in default with respect to
      any provisions of such policies and







- 19 -

has not failed to give any notice or
to present any claim under any such policy in a due and timely fashion;

	 	(qq) 	
      the Company has no patents and has made no patent
      applications;

	 	 	 
	 	(rr) 	
      all the contracts of the Company and its subsidiaries
      including without limitation the Definitive Agreement, are valid and
      binding obligations of the Company and its subsidiaries and, to the
      knowledge of the Company after due inquiry, valid and binding obligations
      of the other parties thereto except for such contracts which if not so
      valid and binding would not, individually or in the aggregate, have a
      Material Adverse Effect on the Company and its subsidiaries;

	 	 	 
	 	(ss) 	
      neither the Company nor its subsidiaries nor, to the
      knowledge of the Company after due inquiry, any other party thereto is in
      violation of or in default in respect of, nor has there occurred an event
      or condition which with the passage of time or giving of notice (or both)
      would constitute a default under or entitle any party to terminate,
      accelerate, modify or call a default under, or trigger any pre-emptive
      rights or rights of first refusal under, any contracts of the Company or
      its subsidiaries except such violations or defaults under such contracts,
      which, individually or in the aggregate, would not have a Material Adverse
      Effect on the Company and its subsidiaries;

	 	 	 
	 	(tt) 	
      to the knowledge of the Company after due inquiry, no
      approval or consent of any Person is needed in order that the contracts of
      the Company, including without limitation the Definitive Agreement, and
      its subsidiaries continue in full force and effect following the
      consummation of the transactions contemplated herein (and for the
      avoidance of doubt, acknowledging that the Definitive Agreement remains,
      at this time, subject to final TSX-V and South African DME
    approvals);

	 	 	 
	 	(uu) 	
      with respect to any premises leased by the Company, the
      Company occupies the leased premises and has the exclusive right to occupy
      and use the leased premises and each of the leases pursuant to which the
      Company occupies the leased premises is in good standing and in full force
      and effect. The performance by the Company of its obligations pursuant to
      and in compliance with the terms of the Transaction Documents and the
      completion of the transactions described therein will not afford any of
      the parties to such leases or any other Person the right to terminate such
      lease or result in any additional or more onerous obligations under such
      leases;

	 	 	 
	 	(vv) 	
      Computershare Trust Company of Canada at its offices in
      Vancouver, British Columbia has been appointed as the transfer agent and
      registrar for the Common Shares;

	 	 	 
	 	(ww) 	
      the Company has no reason to believe that the
      representations, warranties, undertakings and covenants of the Vendors
      under the Definitive Agreement are not correct or will not be honoured by
      them;







- 20 -

	 	(xx) 	
      the Company will use the gross proceeds of the Offering
      for acquisition and exploration expenses in respect of the Material
      Properties, as well as general and administrative expenses; and

	 	 	 
	 	(yy) 	
      the Company has obtained all consents necessary under the
      Exchange Control Regulations of South Africa to allow residents of South
      African who have made the representations set out in the Subscription
      Agreement for South African investors to participate in the
    Offering.




	7. 	
      Covenants of the Company.

	 	 	 
	7.1 	
      The Company covenants and agrees with the Agents
    that:

	 	 	 
		(a) 	
      the Company will fulfil all requirements of the
      applicable Securities Laws to permit the offer, sale, issue and delivery
      of the Securities, including filing or causing to be filed, all forms or
      undertakings required in connection with the Offering so that the Offering
      may be completed without a prospectus or offering memorandum under
      applicable Securities Laws;

	 	 	 
		(b) 	
      on or prior to the Closing Date, unless it would be
      unlawful to do so or unless the Company, acting reasonably, determines
      that it would not be in the best interests of the Company to do so, the
      Company will accept each duly executed Subscription Agreement;

	 	 	 
		(c) 	
      on the Closing Date, the Company will execute and deliver
      certificates representing the Common Shares, the Warrants and the Broker
      Warrants in the appropriate form as directed by the Agents, together, as
      applicable in the case of all certificates issued to the Agents or their
      nominee on behalf of any Purchasers;

	 	 	 
		(d) 	
      on or prior to the Closing Date, the Company will have
      taken all necessary steps to ensure the Common Shares and the Warrants
      comprising the Units will have been duly allotted for issue to the persons
      entitled thereto and that the Common Shares, the Warrants, the Warrant
      Shares and the Broker Warrants have been duly created, reserved, allotted
      and/or authorized for issuance, as the case may be;

	 	 	 
		(e) 	
      the Company will duly, punctually and faithfully perform
      all of the obligations to be performed by it under the Transaction
      Documents;

	 	 	 
		(f) 	
      on or prior to the Closing Date, the Company will take
      all such steps as may be necessary to obtain all Authorizations required
      or desirable in connection with the transactions contemplated by the
      Transaction Documents;

	 	 	 
		(g) 	
      the Company and its subsidiaries will use their best
      efforts to comply with all reporting obligations and obtain all necessary
      approvals, permits and licenses, including but not limited to
      environmental permits, mining and







- 21 -

generation licenses, necessary to
maintain the Permits and its interests in the Material Properties in good
standing;

	 	(h) 	
      the Company shall conduct the business of the Company in
      accordance with prevailing industry standards;

	 	 	 
	 	(i) 	
      the Company will use its reasonable best efforts to
      maintain the listing of its Common Shares on the TSX-V and arrange for the
      listing of the Common Shares and the Warrant Shares on the
TSX-V;

	 	 	 
	 	(j) 	
      the Company will use its reasonable best efforts to
      maintain its status as a reporting issuer in the provinces of British
      Columbia, Alberta and Ontario and fulfil to the satisfaction of the Agents
      all requirements (including, without limitation, compliance with the
      Securities Laws) required to be fulfilled by the Company in order to
      distribute the Common Shares and the Warrants with a statutory hold period
      under applicable Securities Laws, which does not extend beyond four months
      and one day after the Closing Date; and

	 	 	 
	 	(k) 	
      subject to applicable law, the Company shall consult with
      the Agents as to the content and form of any press that mentions or makes
      reference to the Offering. In addition, any press release issued outside
      the United States announcing or otherwise referring to the Offering
      (except the Closing announcement) shall include an appropriate legend on
      each page as follows: “Not for distribution to U.S. news wire services or
      dissemination in the United States,” and any press release issued or
      disseminated in the United States, if any, shall comply with the
      requirements of Rule 135c of the U.S. Securities
Act.




	8. 	
      Restrictions on Further Issuances and
  Sales.

	 	 
	8.1 	
      Without the prior written consent of RBC, during the
      period commencing the date of this Agreement and ending on the day which
      is 120 days following the Closing Date, the Company will not, directly or
      indirectly, issue, offer, sell, contract to sell, grant any option or
      warrant to purchase, transfer, assign, pledge, secure or otherwise dispose
      of any Common Shares or financial instruments or any securities
      convertible into, or exercisable or exchangeable for any Common Shares, or
      make any short sale, engage in any hedging transaction or enter into any
      swap or other arrangement that has the effect of transferring, in whole or
      in part, any of the economic consequences of any of those securities,
      whether any such transaction described herein is to be settled by the
      delivery of Common Shares, other securities, cash or otherwise, or agree
      to do any of the foregoing, or announce any such intention to effect the
      foregoing (other than in connection with the completion of the
      Non-brokered private placement, the conversion or exchange of any
      securities of the Company outstanding as at the date hereof that are
      convertible or exchangeable for Common Shares or the completion of
      previously announced property acquisition transactions). Notwithstanding
      the foregoing restriction, the Company may (i) grant stock options
      pursuant to the Company’s stock option plan; and (ii) issue Common Shares
      upon







- 22 -

the exercise of securities outstanding
on the closing of the Offering (including stock options and warrants), provided
that such Common Shares, if issued to John Bristow, Mark Bristow, Ronald
Thiessen, David Copeland, Jeffrey Brenner, Jeffrey Mason, Rene Carrier, Scott
Cousens and Douglas Silver or otherwise held by the Company will also be subject
to the foregoing restrictions.

	9. 	
      Due Diligence.

	 	 
	9.1 	
      Until the Closing Date, the Company shall at all times
      allow the Agents and their representatives to conduct all due diligence
      investigations, examinations and oral due diligence sessions which the
      Agents may reasonably require in order to fulfil their obligations as
      Agents. The Company agrees to use its best efforts to assist the Agents
      with their due diligence investigations. The Company will provide such
      information as to its financial condition, business, properties, title,
      assets and affairs (including any material contracts) as may reasonably be
      requested by the Agents, which information, if not in the public domain
      and if not included in any offering materials approved by the Company,
      will be kept confidential by the Agents, provided that the Agents shall
      have the right to disclose such confidential information to their
      professional advisers for legal, accounting and tax advice purposes and
      except as otherwise required by law.

	 	 
	9.2 	
      The Company will provide to the Agents all corporate,
      financial and operating information and documentation regarding the
      Company, the Securities and the Offering, and will provide access to its
      senior management, facilities, employees, auditors, legal counsel and
      consultants, which are reasonably necessary and sufficient to allow the
      Agents to perform their services hereunder. Without restricting any of the
      foregoing, the Company will provide the Agents with copies of any
      forecasts and projections prepared by, or on behalf of the
  Company.

	 	 
	10. 	
      Indemnity and Contribution.

	 	 
	10.1 	
      The Company agrees to indemnify and save harmless the
      Agents, their affiliates and their respective directors, officers,
      employees, partners, agents, advisors and shareholders (collectively, the
      “Indemnified Parties” and individually, an “Indemnified
      Party”) from and against any and all losses, claims, actions, suits,
      proceedings, damages, liabilities or expenses of whatsoever nature or kind
      (excluding loss of profits), including the aggregate amount paid in
      reasonable settlement of any actions, suits, proceedings, investigations
      or claims and the reasonable fees, disbursements and taxes of their
      counsel in connection with any action, suit, proceeding, investigation or
      claim that may be made or threatened against any Indemnified Party or in
      enforcing this indemnity (each a “Claim”, collectively, the
      “Claims”) to which an Indemnified Party may become subject or
      otherwise involved in any capacity insofar as the Claims relate to, are
      caused by, result from, arise out of or are based upon, directly or
      indirectly, the transaction contemplated hereby whether performed before
      or after the Company’s execution of this Agreement and to reimburse each
      Indemnified Party forthwith, upon demand, for any legal or other expenses
      reasonably incurred by such Indemnified Party in connection with any
      Claim.







- 23 -

	10.2 	
      The Company also agrees that no Indemnified Party shall
      have any liability (either direct or indirect, in contract, tort or
      otherwise) to the Company or any person asserting claims on the Company’s
      behalf or in right for or in connection with the transaction contemplated
      hereby, except to the extent that any losses, expenses, claims, actions,
      damages or liabilities incurred by the Company are determined by a court
      of competent jurisdiction in a final judgement that has become
      non-appealable to have resulted from the negligence or wilful misconduct
      of such Indemnified Party.

	 	 	 
	10.3 	
      In the event and to the extent that a court of competent
      jurisdiction in a final judgement that has become non-appealable
      determines that an Indemnified Party was negligent or guilty of wilful
      misconduct in connection with a Claim in respect of which the Company has
      advanced funds to the Indemnified Party pursuant to this indemnity, such
      Indemnified Party will reimburse such funds to the Company and thereafter
      this indemnity will not apply to such Indemnified Party in respect of such
      Claim. The Company agrees to waive any right the Company might have of
      first requiring the Indemnified Party to proceed against or enforce any
      other right, power, remedy or security or claim payment from any other
      person before claiming under this indemnity.

	 	 	 
	10.4 	
      In case any action, suit, proceeding or claim is brought
      against an Indemnified Party or an Indemnified Party has received notice
      of the commencement of any investigation in respect of which indemnity may
      be sought against the Company, the Indemnified Party will give the Company
      prompt written notice of any such action, suit, proceeding, claim or
      investigation of which the Indemnified Party has knowledge and the Company
      will undertake the investigation and defence thereof on behalf of the
      Indemnified Party, including the prompt employment of counsel acceptable
      to the Indemnified Parties affected and the payment of all expenses.
      Failure by the Indemnified Party to so notify will not relieve the Company
      of its obligation of indemnification hereunder unless (and only to the
      extent that) such failure results in forfeiture by the Company of
      substantive rights or defences.

	 	 	 
	10.5 	
      No admission of liability and no settlement, compromise
      or termination of any action, suit, proceeding, claim, or investigation
      will be made without the Company’s consent and the consent of the
      Indemnified Parties affected, such consents not to be unreasonably
      withheld. Notwithstanding that the Company will undertake the
      investigation and defence of any Claim, an Indemnified Party will have the
      right to employ separate counsel with respect to any Claim and participate
      in the defence thereof, but the fees and expenses of such counsel will be
      at the expense of the Indemnified Party unless:

	 	 	 
		(i) 	
      employment of such counsel has been authorized in writing
      by the Company;

	 	 	 
		(ii) 	
      the Company has not assumed the defence of the action
      within a reasonable period of time after receiving notice of the
    claim;







- 24 -

	 	(iii) 	
      the named parties to any such claim include both the
      Company and the Indemnified Party and the Indemnified Party will have been
      advised by counsel to the Indemnified Party that there may be a conflict
      of interest between the Company and the Indemnified Party; or

	 	 	 
	 	(iv) 	
      there are one or more defences available to the
      Indemnified Party which are different from or in addition to those
      available to the Company;



in which case such fees and expenses of
such counsel to the Indemnified Party will be for the Company’s account. The
rights accorded to the Indemnified Parties hereunder will be in addition to any
rights an Indemnified Party may have at common law or otherwise.

	10.6 	
      The Company also agrees that no Indemnified Party shall
      have any liability (whether direct or indirect, in contract or tort or
      otherwise) to the Company or any person asserting claims on behalf of or
      in right of the Company for or in connection with the engagement except to
      the extent any losses, expenses, claims, actions, damages or liabilities
      incurred by the Company are determined by a court of competent
      jurisdiction in a final judgment that has become non-appealable to have
      resulted primarily from the negligence or willful misconduct of such
      Indemnified Party. The Company will not, without the Agents’ prior written
      consent, settle, compromise, consent to the entry of any judgement in or
      otherwise seek to terminate any action suit, proceeding, investigation or
      claim in respect of which indemnification may be sought hereunder (whether
      or not any Indemnified Party is a party thereto) unless such settlement,
      compromise, consent or termination includes a release of each Indemnified
      Party from any liabilities arising out of such action, suit, proceeding,
      investigation or claim.

	 	 
	10.7 	
      The foregoing indemnity shall not apply to the extent
      that a court of competent jurisdiction in a final judgment that has become
      non-appealable shall determine that such losses, expenses, claims,
      actions, damages or liabilities to which the Indemnified Party may be
      subject were primarily caused by the negligence or willful misconduct of
      the Indemnified Party.

	 	 
	10.8 	
      The Company agrees to waive any right the Company may
      have of first requiring the Indemnified Party to proceed against or
      enforce any right, power, remedy or security or claim payment from any
      other person before claiming under this section.

	 	 
	10.9 	
      If for any reason the foregoing indemnification is
      unavailable (other than in accordance with the terms hereof) to the
      Indemnified Parties (or any of them) or is insufficient to hold them
      harmless, the Company will contribute to the amount paid or payable by the
      Indemnified Parties as a result of such Claims in such proportion as is
      appropriate to reflect not only the relative benefits received by the
      Company or the Company’s shareholders on the one hand and the Indemnified
      Parties on the other, but also the relative fault of the parties and other
      equitable considerations which may be relevant. Notwithstanding the
      foregoing, the Company will in any







- 25 -

event contribute to the amount paid or
payable by the Indemnified Parties as a result of such Claim any amount in
excess of the fees actually received by the Indemnified Parties hereunder.

	10.10 	
      The Company hereby constitutes each of the Agents to act
      as trustee for its respective Indemnified Parties of the Company’s
      covenants under this indemnity with respect to such persons and each of
      the Agents agrees to accept such trust and to hold and enforce such
      covenants on behalf of such persons.

	 	 	 
	10.11 	
      The Company agrees to reimburse the Agents monthly for
      the time spent by the Agents’ respective personnel in connection with any
      Claim at their normal per diem rates. The Company also agrees that if any
      action, suit, proceeding or claim will be brought against, or an
      investigation commenced in respect of the Company or the Company and the
      Agents and personnel of the Agents will be required to testify,
      participate or respond in respect of or in connection with the transaction
      contemplated hereby, the Agents will have the right to employ their own
      counsel in connection therewith and the Company will reimburse the Agents
      monthly for the time spent by their respective personnel in connection
      therewith at their normal per diem rates together with such disbursements
      and reasonable out-of-pocket expenses as may be incurred, including fees
      and disbursements of Agents’ counsel.

	 	 	 
	11. 	
      Conditions of Closing.

	 	 	 
	11.1 	
      The obligations of the Agents and the Purchasers to
      deliver at the Closing Time executed Subscription Agreements, to complete
      the purchase of the Units and to perform all other obligations hereunder
      shall be conditional upon the Agents, in their sole discretion, being
      satisfied with the results of their due diligence investigations relating
      to the Company and its business and upon the fulfilment at or before the
      Closing Time of the following conditions, which conditions the Company
      covenants to use its reasonable best efforts to fulfil or cause to be
      fulfilled prior to the Closing Time:

	 	 	 
		(a) 	
      the Company shall have taken all necessary corporate
      action (including board and, if required, shareholder approvals) to
      authorize and approve the execution and delivery of the Transaction
      Documents and the authorization and issuance of the Securities;

	 	 	 
		(b) 	
      the Company shall have obtained all requisite third party
      consents to proceed with the Offering;

	 	 	 
		(c) 	
      the Company shall have obtained and fully complied with
      all relevant statutory and regulatory requirements required to be complied
      with prior to the Closing Time (including, without limitation, the
      regulatory requirements of the TSX-V) with respect to the issuance of the
      Securities;

	 	 	 
		(d) 	
      the Company shall have received the conditional approval
      by the TSX-V to proceed with the Offering and to issue the Securities,
      subject to the usual filing requirements of the
TSX-V;







- 26 -

	 	(e) 	
      the Agents shall have received a certificate addressed to
      the Agents and to the Purchasers, dated as of the Closing Date, signed by
      two officers or directors of the Company as the Agents may accept,
      certifying on behalf of the Company to the effect that at the date
      thereof:

	 	 	 	 
	 		(i) 	
      since November 30, 2006, there has not been any event,
      occurrence or change that has had or could have a Material Adverse
      Effect;

	 	 	 	 
	 		(ii) 	
      the Company does not have any undisclosed contingent
      liability that is material to the Company on a consolidated
  basis;

	 	 	 	 
	 		(iii) 	
      no event of default under any material agreement or
      instrument pursuant to which indebtedness of the Company has been created,
      and no event which with the giving of notice or the passage of time, or
      both, would constitute an event of default under any such agreement or
      instrument, has occurred and is continuing and no default under any
      agreement or instrument to which the Company is a party or subject will
      occur as a result of the issue, sale and distribution of the Securities,
      the entry into of the Transaction Documents, or the performance by the
      Company of its obligations hereunder and thereunder;

	 	 	 	 
	 		(iv) 	
      there are no actions, suits, grievances, arbitration or
      alternative dispute resolution processes, inquiries or proceedings,
      whether on behalf of or against the Company pending or threatened against
      or affecting the Company at law or in equity, before or by any court or
      federal, provincial, state, municipal or governmental department,
      commission, board, bureau, agency or instrumentality, domestic or foreign,
      which may in any way have a Material Adverse Effect or which are material
      to the Company;

	 	 	 	 
	 		(v) 	
      the representations and warranties of the Company
      contained herein and in the Subscription Agreements are true and correct
      and all the terms and conditions relating to the Company contained herein
      and therein and required to be performed and complied with by the Company
      by or at the Closing Time have been performed and complied with by the
      Company; and

	 	 	 	 
	 		(vi) 	
      no order, halting, ceasing or suspending trading in
      securities of the Company or prohibiting the Offering or the issuance or
      distribution of any Securities of the Company has been issued and no
      proceedings for such purpose are pending or, to the knowledge of the
      Company, threatened;

	 	 	 	 
	 	(f) 	
      the Agents shall have received an opinion, dated as of
      the Closing Date, of Canadian counsel to the Company addressed to the
      Agents and to the Purchasers in a form acceptable to the Agents and
      Agents’ counsel, acting reasonably;







- 27 -

	 	(g) 	
      if there are any Purchasers in the United States, the
      Agents shall have received an opinion, dated as of the Closing Date, of
      United States counsel to the Company addressed to the Agents, their
      counsel and to the Purchasers in a form acceptable to the Agents and
      Agents’ counsel, acting reasonably;

	 	 	 
	 	(h) 	
      the Company shall have completed the Non-Brokered Private
      Placement and provided satisfactory evidence of same to the Agents acting
      reasonably;

	 	 	 
	 	(i) 	
      the Agents shall have received copies of the Saxendrift
      Opinions and the Van Wyk Opinion in respect of title matters relating to
      the Material Properties, in a form acceptable to the Agents and Agents’
      counsel, acting reasonably;

	 	 	 
	 	(j) 	
      the Agents shall have received such additional documents
      in respect of the Offering as they may reasonably request; and

	 	 	 
	 	(k) 	
      as at the Closing Time, all covenants, agreements and
      obligations of the Company hereunder and under the Subscription Agreements
      required to be performed or complied with on or before the Closing Time
      shall have been so performed or complied with and all conditions required
      to be complied with by the Company shall have been complied
  with.



In providing their opinions, counsel may, where appropriate,
rely on the opinions of local counsel and, with respect to factual matters
relevant to such opinions, may rely on certificates of officers of the Company,
other certificates issued by regulatory agencies and letters issued by the
Company’s transfer agent.

	12. 	
      Closing Procedures.

	 	 	 	 
	12.1 	
      The Closing shall occur at the offices of Stikeman
      Elliott LLP in Toronto, Ontario at the Closing Time on each of the Closing
      Dates or at such other time or on such other date as the Company and the
      Agents may agree upon.

	 	 	 	 
		(a) 	
      At the Closing Time, the Company shall cause to be issued
      and delivered to the Agents on its own behalf and on behalf of the
      Purchasers:

	 	 	 	 
			(i) 	
      to or to the direction of the Agents and without charge,
      certificates representing the Common Shares and the Warrants in such
      number and denomination and bearing the registration particulars as the
      Agents may, in writing, notify the Company prior to the Closing Time, and
      which shall in any case equal, in the aggregate, the total number of
      Common Shares and Warrants sold in the Offering;

	 	 	 	 
			(ii) 	
      the Broker Warrant Certificates;

	 	 	 	 
			(iii) 	
      the requisite legal opinions and certificates as
      contemplated in Section 11 hereof; and







- 28 -

	 	(iv) 	
      such further documentation as may be contemplated herein
      or as counsel to the Agents or the applicable Regulatory Authorities may
      reasonably require,



against receipt of a wire transfer (or
bank draft or certified cheque) for the aggregate proceeds from the Offering,
net of the aggregate amount of the Agency Fee (less the Selling Concession) and
the Agents’ Expenses and such documentation as may be contemplated
herein.

	13. 	
      Termination.

	 	 	 
	13.1 	
      All terms and conditions set out in Section 11 herein
      shall be construed as conditions and any breach or failure by the Company
      to comply with any such conditions in favour of the Agents shall entitle
      the Agents to terminate their obligations under this agreement by written
      notice to that effect given to the Company prior to the Closing Time. The
      Company shall use its reasonable best efforts to cause all conditions in
      this agreement to be satisfied. It is understood that the Agents may waive
      in whole or in part, or extend the time for compliance with, any of such
      terms and conditions without prejudice to their rights in respect of any
      subsequent breach or non- compliance, provided that to be binding on the
      Agents, any such waiver or extension must be in writing.

	 	 	 
	13.2 	
      If at any time prior to the Closing Time:

	 	 	 
		(a) 	
      there shall have occurred (i) any material change, (ii) a
      change in a material fact, (iii) the development of any material fact or
      (iv) the Agents become aware of any undisclosed material fact that, in the
      opinion of the Agents (or any of them) acting reasonably and in good
      faith, adversely affects or could reasonably be expected to adversely
      affect the market price or value of the Units;

	 	 	 
		(b) 	
      there shall have occurred any change in the Securities
      Laws, or any inquiry, investigation or other proceeding is announced,
      instituted or threatened or any order is made or issued under or pursuant
      to any statute of Canada or the Qualifying Jurisdictions or any policy,
      rule, regulation or order of the TSX-V in relation to the Company or any
      of its securities, which, in the opinion of the Agents (or any of them),
      acting reasonably and in good faith, prevents or restricts the
      distribution of the Units or adversely affects or might reasonably be
      expected to adversely affect the market price or value of the
  Units;

	 	 	 
		(c) 	
      the state of the financial markets in Canada is such
      that, in the opinion of the Agents (or any of them) acting reasonably and
      in good faith, the Units cannot be marketed successfully or
    profitably;

	 	 	 
		(d) 	
      if there should develop, occur or come into effect or
      existence any event, action, state, condition or major financial
      occurrence of national or international consequence including any act of
      terrorism, war or like event or







- 29 -

any law or regulation, which, in the
opinion of the Agents (or any of them), acting reasonably and in good faith,
might reasonably be expected to affect the market price or value of the Units;


	 	(e) 	
      a cease trading order is made under any of the Securities
      Laws by any other competent authority by reason of the fault of the
      Company or its directors, officers and agents and such cease trading order
      is not rescinded within forty-eight (48) hours; or

	 	 	 
	 	(f) 	
      the Agents (or any of them) are not satisfied, in their
      sole discretion, with the results of their legal, business and financial
      due diligence investigations of the Company, its business, operations and
      financial and market conditions at the Closing
Time,



each such Agent shall be entitled, at its option, to terminate
and cancel its obligations to the Company under this Agreement by written notice
to that effect given to the Company at the address shown in Section 16.2 prior
to the Closing Time. In the event of any such termination, the Company’s
obligations under this Agreement to such Agent shall be at an end, except for
any liability of the Company with respect to the expenses of the Agents and the
indemnity and contribution provisions hereof which shall survive any termination
of this Offering or this Agreement.

	13.3 	
      The rights of termination contained in this Section 13
      are in addition to any other rights or remedies the Agents may have in
      respect of any default, misrepresentation, act or failure to act of the
      Company in respect of any matters contemplated by this
Agreement.

	 	 	 
	14. 	
      Agents’ Representations and Warranties.

	 	 	 
	14.1 	
      Each of the Agents, singly and severally, represent and
      warrant to the Company as follows:

	 	 	 
		(a) 	
      it has complied and will comply with all Securities Laws
      applicable to the Offering;

	 	 	 
		(b) 	
      it has not and will not directly or indirectly, offer,
      sell or deliver any Units to any person in any jurisdiction other than in
      the Qualifying Jurisdictions, except in a manner which is exempt from
      registration and prospectus requirements under applicable securities laws
      and which does not require the Company to file a prospectus or register
      any of its securities or to comply with ongoing filing or disclosure or
      other similar requirements;

	 	 	 
		(c) 	
      it will obtain from each Purchaser of Units an executed
      Subscription Agreement and all other applicable forms, reports,
      undertakings and documentation required under the applicable Securities
      Laws or required by the Company, acting reasonably;
and







- 30 -

	 	(d) 	
      the Company and the Agent acknowledge that the Units and
      the underlying securities have not been and will not be registered under
      the U.S. Securities Act or any state securities laws and may be offered
      and sold only in transactions exempt from or not subject to the
      registration requirements of the U.S. Securities Act. The Company and the
      Agents agree that any sales and purchases of the Units in the United
      States: (i) will be made in accordance with Schedule “A” (which schedule
      is incorporated into and forms part of this Agreement); (ii) will be
      conducted in such a manner so as not to require registration thereof or
      the filing of a prospectus or an offering memorandum with respect thereto
      under the U.S. Securities Act; and (iii) will be conducted through an
      affiliate of each Agent duly registered with the SEC and in compliance
      with U.S. Securities Laws;



In connection with the offer and sale
of the Units to persons in the United Kingdom, the Company and the Agents
covenant that no offer or sale of the Units will be made or communicated to any
person in the United Kingdom except to a person who is both (i) a person of the
kind described in Section 86(1)(a) of the Financial Services and Markets Act
2000 (“FSMA”) who if acting on behalf of any beneficial purchaser is
doing so in circumstances where Section 86(2) FSMA applies and (ii) a person
falling within Article 19 of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005. 

	15. 	
      Use of Affiliates.

	 	 
	15.1 	
      In performing its responsibilities under this Agreement,
      each of the Agents may utilize the services of its affiliates provided
      that each Agent will be responsible to ensure that its affiliates comply
      with the terms of this Agreement. For the purposes of this Agreement, the
      term “Agents” will include such affiliates.

	 	 
	16. 	
      Advertisements.

	 	 
	16.1 	
      The Company agrees that until the Closing, any press
      release to be issued in connection with the Offering or in connection with
      any technical report or material change in technical information in
      respect of any property of the Company or its subsidiaries shall be
      subject to RBC’s review and comment prior to release and shall include
      acceptable legending.

	 	 
	16.2 	
      The Company agrees, if requested by the Agents, to
      include a reference to the Agents and their role in any press release or
      other public communication issued by the Company with respect to the
      Offering. If the Offering is successfully completed, and provided the
      Agents are not in breach of any material provision hereof, the Agents will
      be permitted to publish, at their own expense, such advertisements or
      announcements relating to the services provided hereunder in such
      newspaper or other publications as the Agents consider
  appropriate.







- 31 -

	17. 	
      Further Financings.

	 	 
	17.1 	
      Subject to section 19 hereof, should the Company
      undertake a dealer led equity financing (including either a brokered
      private placement or public offering of Common Shares and/or securities
      convertible into Common Shares) in the 12 months following the closing of
      the Offering, RBC will have a 5 day right of first refusal to be engaged
      to lead such a financing and, where reasonably practicable, will be
      granted a minimum economic participation of 70% in such a financing. Terms
      for such an engagement shall be negotiated in good faith among the Company
      and RBC and shall be in accordance with market practice. In order to
      trigger the 5 day election period, the Company must provide RBC with
      written notice of the terms of the financing it proposes to effect and
      unless RBC agrees to these terms within the 5 day period by written
      acceptance to the Company, the Company shall have 120 days during which to
      offer the same terms ( or terms no less favourable to the Company) to any
      third party and must complete the proposed financing within the 120 day
      period. If the Company successfully completes the financing of which RBC
      was notified within said period, then RBC’s right of first refusal shall
      for all purposes lapse however if the proposed financing is not completed
      and on terms no less favourable to the Company than were offered to RBC,
      then RBC’s right of first refusal shall remain in effect for the duration
      of the 12 month period.

	 	 
	18. 	
      Admission to AIM.

	 	 
	18.1 	
      Should the Company choose to be admitted to trading on
      AIM, the junior market operated by the London Stock Exchange, within 12
      months of the date of this agreement, the Company agrees to appoint RBC as
      Nominated Adviser and Broker for such transaction, provided that the
      Offering has been completed. Terms for such an engagement shall be
      negotiated in good faith among the Company and RBC and shall be in
      accordance with market practice.

	 	 
	19. 	
      JSE Listing Financing.

	 	 
	19.1 	
      Notwithstanding any other provision set forth herein, RBC
      and the Agents acknowledge and agree that the Company is proposing to
      effect an inward listing of its Common Shares on the Johannesburg Stock
      Exchange (the “JSE Listing”) and as part of the JSE Listing may
      complete an equity financing transaction (the “JSE Listing
      Financing”) by way of private placement or public offering involving
      Common Shares or securities convertible into Common Shares. Accordingly,
      none of the provisions contained in this agreement (including, without
      limitation, sections 8 and 17) shall be applicable in any way whatsoever
      with respect to the JSE Listing Financing or restrict the Company in any
      way whatsoever with respect to the JSE Listing Financing, except that the
      amount of the JSE Listing Financing shall not exceed CDN$10 million in the
      event that the JSE Listing Financing is completed within the 120 day
      period contemplated under section 8 above. RBC may waive the CDN$10m limit
      (or the 120 day time limit) in the event that the Company makes
      representation to RBC for this amount to be increased on the basis of a
      Use of







- 32 -

Proceeds document which shall be
submitted to RBC. The request to waive this limit shall not unreasonably be
withheld by RBC.

	20. 	
      Miscellaneous.

	 	 	 
	20.1 	
      All representations and warranties contained herein and
      all of the covenants and agreements of the Company herein, to the extent
      that they are required to be performed on or before Closing, shall be
      construed as conditions and any material breach or failure to comply with
      any thereof shall entitle the Agents, in addition to and not in lieu of
      any other remedies the Agents have in respect thereof, to terminate any
      obligation to purchase the Units by written notice to that effect given to
      the Company prior to the Closing Time. It is understood that the Agents
      may waive in whole or in part or extend the time for compliance with any
      of such terms and conditions without prejudice to their rights in respect
      of any other of such terms and conditions or any other subsequent breach
      or non-compliance, provided that to be binding on the Agents any such
      waiver or extension must be in writing.

	 	 	 
	20.2 	
      Any notice or other communication under this Agreement
      shall be given in writing and either delivered or faxed to the party to
      receive such notice at the address or facsimile numbers indicated
      below:

	 	 	 
		(a) 	
      to the Company at:

			
      1020 – 800 West Pender Street 

	 	 	Vancouver, British Columbia V6C 2V6



	 	Attention: 	Mr. Scott Cousens 
	 	 	 
	 	Facsimile: 	(604) 684-8092 


with a copy to:

Lang Michener LLP
P.O. Box 1500
Royal Centre P.O. Box 11117
1055 West Georgia Street
Vancouver, British
Columbia V6E 4N7

	 	Attention: 	Mr. Bernhard Zinkhofer 
	 	 	 
	 	Facsimile: 	(604) 893-2395 



	 	(b) 	
      to RBC, on behalf of the Agents: 

	 	 	Royal Bank of Canada Europe Limited 
	 	 	Thames Court 
	 	 	One Queenhithe 
	 	 	London, EC4V 4DE



	 	Attention: 	Mr. Patrick Meier 
	 	 	 
	 	Facsimile: 	44 (0)20 7029 7924







- 33 -

with a copy to:
Stikeman Elliott
LLP
Dauntsey House
4B Frederick’s Place
London, EC2R 8AB

	 	Attention: 	Mr. Derek Linfield 
	 	Facsimile: 	44 (0)20 7367 0160 


or such other address or facsimile number as such party may
hereafter designate by notice in writing to the other party. If a notice is
delivered, it shall be effective from the date of delivery and if such notice is
faxed (with receipt confirmation), it shall be effective on the business day
following the date such notice is faxed.

	20.3 	
      Time is of the essence of this Agreement.

	 	 
	20.4 	
      The representations, warranties, covenants and other
      agreements herein contained shall survive the Closing Date and shall
      continue in full force and effect unaffected by any subsequent disposition
      by the Purchasers of the Units for a period of two (2) years after the
      Closing Date. The Agents shall not be limited or prejudiced by any
      investigation made by or on behalf of the Agents in the course of the
      Offering. Without limitation of the foregoing, the provisions contained in
      this Agreement in any way related to the indemnification or the
      contribution obligations shall survive and continue in full force and
      effect, indefinitely.

	 	 
	20.5 	
      This Agreement may be executed in any number of
      counterparts (including counterparts by facsimile) and all such
      counterparts taken together will be deemed to constitute one and the same
      instrument. The party sending the facsimile transmission will forthwith
      thereafter deliver the original signed counterpart to the other party,
      however, failure to so deliver the original signed counterpart shall not
      invalidate this Agreement.

	 	 
	20.6 	
      The provisions herein contained constitute the entire
      agreement between the parties and, subject to the following sentence,
      supersede all previous communications, representations, understandings and
      agreements between the parties with respect to the subject matter hereof
      whether verbal or written.

	 	 
	20.7 	
      If any provision of this Agreement is determined to be
      illegal, invalid or unenforceable, that provision will be severed from
      this Agreement and the remaining provisions will remain in full force and
      effect.

	 	 
	20.8 	
      This Agreement shall be governed and construed in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein and shall be treated in all respects as an Ontario
      contract. Each party hereby irrevocably submits to the non-exclusive
      jurisdiction of the courts of Ontario with respect to any matter arising
      hereunder or related hereto.







- 34 -

     If the foregoing Agency Agreement
is in accordance with your understanding, will you please confirm your
acceptance by signing the enclosed copy in the place indicated and by returning
the same to us.

	 	Yours very truly, 
	 	 
	 	 RBC DOMINION SECURITIES
      INC. 
	 	 By: 
      ___________________________________________
	 	         
               Authorized Signing Officer 
	 	  
	 	  
	 	 CANACCORD CAPITAL
      CORPORATION 
	 	 By: 
      ___________________________________________
	 	         
               Authorized Signing Officer



     The foregoing is in accordance
with our understanding and is accepted and agreed to by as of the _____day of
May, 2007.

	 	ROCKWELL VENTURES INC. 
	 	  
	 	By: 
      ___________________________________________
	 	         
           Authorized Signing Officer 






EXECUTION VERSION

SCHEDULE “A”

TERMS AND CONDITIONS FOR 
UNITED STATES OFFERS AND
SALES

This is Schedule “A” to the Agency Agreement
among
Rockwell Ventures Inc., RBC Dominion Securities Inc.
and
Canaccord Capital Corporation made as of May 9, 2007.

     As used in this Schedule “A”,
capitalized terms used herein and not defined herein shall have the meanings
ascribed to thereto in the agency agreement to which this Schedule “A” is
annexed and the following terms shall have the meanings indicated:

“Directed Selling Efforts” means directed selling
efforts as that term is defined in Regulation S. Without limiting the foregoing,
but for greater clarity in this Schedule, it means, subject to the exclusions
from the definition of directed selling efforts contained in Regulation S, any
activity undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for any of the
Units and includes the placement of any advertisement in a publication with a
general circulation in the United States that refers to the offering of the
Units;

“Foreign Issuer” shall have the meaning ascribed thereto
in Regulation S. Without limiting the foregoing, but for greater clarity in this
Schedule “A”, it means any issuer which is i) a foreign government; ii) a
national of any foreign country; or iii) a corporation or other organization
incorporated or organized under the laws of any foreign country;

“Foreign Private Issuer” means any Foreign Issuer other
than a foreign government except an issuer meeting the following conditions: i)
more than 50 percent of the issuer's outstanding voting securities are directly
or indirectly held of record by residents of the United States; and ii) any of
the following: 1. the majority of the executive officers or directors of the
issuer are United States citizens or residents, or 2. more than 50 percent of
the assets of the issuer are located in the United States, or 3. the business of
the issuer is administered principally in the United States;49

“General Solicitation or General Advertising” means
“general solicitation” or “general advertising” as used in Rule 502(c) under the
U.S. Securities Act, including 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
had been invited by “general solicitation” or “general advertising”;

“Regulation D” means Regulation D adopted by the SEC
under the U.S. Securities Act;

“Regulation S” means Regulation S adopted by the SEC
under the U.S. Securities Act;

“Rule 144A” means Rule 144A adopted by the SEC under the
U.S. Securities Act;

“SEC” means the United States Securities and Exchange
Commission;




- 2 -

“Selling Firm” means the dealers and brokers other than
the Agents who participate in the offer and sale of the Units pursuant to the
Agreement to which this Schedule “A” is attached;

“Substantial U.S. Market Interest” means substantial
U.S. market interest as that term is defined in Regulation S;

“U.S. Exchange Act” means the United States Securities
Exchange Act of 1934, as amended;

“U.S. Placement Agent” means, in the case of RBC
Dominion Securities Inc. and Canaccord Capital Corporation, their respectively
duly registered broker-dealer affiliates in the United States; and

“U.S. Subscription Agreement” means the subscription
agreement to be entered into between the Company and each United States
Purchaser.

All other capitalized terms used but not otherwise defined in
this Schedule “A” shall have the meanings assigned to them in the Agency
Agreement to which this Schedule “A” is attached.

Representations, Warranties and Covenants of the
Agents

     Each Agent severally but not
jointly acknowledges that the Units have not been and will not be registered
under the U.S. Securities Act and may not be offered or sold within the United
States, except in accordance with Regulation S or pursuant to an exemption from
the registration requirements of the U.S. Securities Act and applicable state
securities laws. Accordingly, each Agent severally but not jointly represents,
warrants and covenants to the Company that:

	1. 	
      it has not offered and sold, and will not offer and sell,
      any Units forming part of its allotment except (a) in an offshore
      transaction in accordance with Rule 903 of Regulation S or (b) in the
      United States to persons reasonably believed to be Institutional
      Accredited Investors in accordance with another exemption from the
      registration requirements of the U.S. Securities Act;

	 	 
	2. 	
      neither the Agent, its U.S. Placement Agent, nor any
      person acting on its or their behalf, has made or will make (except as
      permitted in paragraphs 3 through 7 below) (a) any offer to sell, or any
      solicitation of an offer to buy, any Units to any person in the United
      States, (b) any sale of Units to any purchaser unless, at the time the buy
      order was or will have been originated, the purchaser was outside the
      United States, or the Agent reasonably believed that such purchaser was
      outside the United States, or (c) any Directed Selling Efforts in the
      United States with respect to the Units;

	 	 
	3. 	
      it has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Units,
      except with its U.S. Placement Agent, any Selling Firm members or with the
      prior written consent of the Company. It shall require each Selling Firm
      member to agree, for the benefit of the Company, to comply with, and shall
      use its best efforts to ensure that each Selling Firm member complies
      with, the same provisions of this Schedule “A” as apply to such Agent as
      if such provisions applied to such Selling Firm
member;







- 3 -

	4. 	
      All offers of the Units in the United States shall be
      made through the Agent’s U.S. Placement Agent in compliance with all
      applicable United States broker-dealer requirements; each such U.S.
      Placement Agent is a duly registered broker-dealer with the SEC and is a
      member in good standing with the National Association of Securities
      Dealers, Inc.;

	 	 
	5. 	
      offers of the Units in the United States by the Agent or
      its U.S. Placement Agent shall not be made by (a) any form of General
      Solicitation or General Advertising or (b) in any manner involving a
      public offering within the meaning of Section 4(2) of the U.S. Securities
      Act;

	 	 
	6. 	
      offers to sell and solicitations of offers to buy the
      Units shall be made in accordance with an exemption from the registration
      requirements of the U.S. Securities Act and applicable state securities
      laws to persons reasonably believed to be Institutional Accredited
      Investors which persons each execute and deliver to the Company, the
      Agents and their U.S. Placement Agents a U.S. Subscription Agreement;
      and

	 	 
	7. 	
      at closing, each Agent, together with its U.S. Placement
      Agents offering to sell or soliciting offers to buy Units in the United
      States, will provide a certificate, substantially in the form of Exhibit “A” to this Schedule “A” relating to the
      manner of the offer and sale of the Units in the United States or will be
      deemed to have represented that neither it nor its U.S. Placement Agents
      has offered to sell or solicited offers to buy Units in the United
      States.



Representations, Warranties and Covenants of the
Company

The Company represents, warrants, covenants and agrees
that:

	8. 	
      the Company is a Foreign Private Issuer and reasonably
      believes that there is no Substantial U.S. Market Interest in the Common
      Shares, Warrants or Warrant Shares;

	 	 
	9. 	
      the Company shall make available to each United States
      Purchaser of the Units at a reasonable time prior to the purchase of the
      Units the opportunity to ask questions and receive answers from
      representatives of the Company concerning the terms and conditions of the
      offering of the Units and to obtain such additional information which the
      Company possesses or can acquire without unreasonable effort or
      expense;

	 	 
	10. 	
      the Company is not now and as a result of the sale of the
      Units contemplated hereby will not be required to be registered as an
      “investment company”, under the United States Investment Company Act of
      1940, as amended;

	 	 
	11. 	
      the Company will, within the prescribed time periods,
      prepare and file any forms or notices required under the U.S. Securities
      Act or any state securities laws in connection with the sale of
    Units;

	 	 
	12. 	
      except with respect to offers and sales to Institutional
      Accredited Investors in reliance upon an exemption from registration
      available under Section 4(2) of the U.S. Securities Act, neither the
      Company nor any of its affiliates, nor any person acting on its or their
      behalf (other than the Agents, the U.S. Placement Agents, their respective
      affiliates or







- 4 -

any person acting on their behalf, in
respect of which no representation is made), has made or will make: (a) any
offer to sell, or any solicitation of an offer to buy, any Units to a person in
the United States; or (b) any sale of Units unless, at the time the buy order
was or will have been originated, (i) the purchaser is outside the United States
or (ii) the Company, its affiliates, and any person acting on their behalf
reasonably believe that the purchaser is outside the United States;

	13. 	
      during the period in which the Units are offered for
      sale, neither it nor any of its affiliates, nor any person acting on its
      or their behalf (other than the Agents, the U.S. Placement Agents, their
      respective affiliates or any person acting on their behalf, in respect of
      which no representation is made) has engaged in or will engage in any
      Directed Selling Efforts in the United States or has taken or will take
      any action that would cause the exemption afforded by Section 4(2) of the
      U.S. Securities Act to be unavailable for offers and sales of the Units in
      the United States in accordance with this Schedule “A”, or the exclusion
      from registration afforded by Rule 903 of Regulation S to be unavailable
      for offers and sale of the Units outside the United States;

	 	 
	14. 	
      none of the Company, any of its affiliates or any person
      acting on its or their behalf (other than the Agents, the U.S. Placement
      Agents, their respective affiliates or any person acting on their behalf,
      in respect of which no representation is made) has offered or will offer
      to sell, or has solicited or will solicit offers to buy, any Units in the
      United States by means of any form of General Solicitation or General
      Advertising or in any manner involving a public offering within the
      meaning of Section 4(2) of the U.S. Securities Act;

	 	 
	15. 	
      the Company warrants and agrees that it will notify its
      transfer agent as soon as practicable upon it becoming a “domestic issuer”
      (as that term is defined in Regulation S);

	 	 
	16. 	
      for so long as any of the Securities are outstanding and
      are “restricted securities” within the meaning of Rule 144(a)(3) under the
      U.S. Securities Act, and if the Company is not subject to and in
      compliance with the reporting requirements of Section 13 or Section 15(d)
      of the U.S. Exchange Act or exempt from such reporting requirements
      pursuant to Rule 12g3-2(b) thereunder, the Company will provide to any
      holder of such Securities, or to any prospective purchaser of such
      Securities designated by such holder, upon the request of such holder or
      prospective purchaser, at or prior to the time of resale, the information
      required to be provided by Rule 144A(d)(4); and

	 	 
	17. 	
      except with respect to the offer and sale of the Units
      offered hereby, the Company has not, for a period of six months prior to
      the date hereof sold, offered for sale or solicited any offer to buy any
      of its securities in the United States in a manner that would be
      integrated with the offer and sale of the Units and would cause the
      applicable exemptions from registration to become unavailable with respect
      to the offer and sale of the Units.







EXHIBIT “A”
AGENTS’ CERTIFICATE

In connection with the private placement in the United States
of units (the “Securities”) of Rockwell Ventures Inc. (the
“Company”) to one or more U.S. institutional investors, the undersigned
[name of Agent], and [name of U.S. broker-dealer affiliate of
Agent], who has signed below in its capacity as placement agent in United
States (the “U.S. Placement Agent”), do hereby certify that:

	 	(a) 	
      the U.S. Placement Agent is a duly registered
      broker-dealer with the United States Securities and Exchange Commission is
      a member of, and in good standing with the National Association of
      Securities Dealers, Inc. on the date hereof, and all offers and sales of
      the Securities in the United States have been and will be effected by the
      U.S. Placement Agent in accordance with all U.S. broker-dealer
      requirements;

	 	 	 
	 	(b) 	
      all offers of Securities by us within the United States
      were made to offerees that we had reasonable grounds to believe, and did
      believe, were Institutional Accredited Investors (as defined in Rule
      501(a) (1), (2), (3) or (7) of Regulation D under the U.S. Securities Act)
      and prior to any sale to an Institutional Accredited Investor, we obtained
      from the offeree a signed U.S. Subscription Agreement;

	 	 	 
	 	(c) 	
      neither we nor our representatives have utilized, and
      neither we nor our representatives will utilize, any form of general
      solicitation or general advertising (as those terms are used in Regulation
      D) under the U.S. Securities Act; and

	 	 	 
	 	(d) 	
      the offering of the Securities in the United States has
      been conducted by us in accordance with the terms of the Agency
      Agreement.



Terms used in this certificate have the meanings given to them
in the Agency Agreement unless otherwise defined herein.

Dated this ____________day of _________, 2007.

	[AGENT] 	[U.S. PLACEMENT AGENT] 
	  	  
	By: 
      _______________________________________________	By:
      _______________________________________________
	             
         Name: 	         
             Name: 
	             
         Title: 	         
             Title: 






SCHEDULE “B”

Additional Common Share issuable by the Company as at May
9, 2007

Durnpike Acquisition settled, Finders Fee paid (on inward
listing or 9 months)

	  	  	Payment 	Currency 	Amount 
	Durnpike Acquisition 	Vendors 	Shares 	ZAR 	34,000,000 
	Galputs Acquisition 	Vendors 	Shares 	ZAR 	9,000,000 
	Finders Fee 	Ruby Advisory 	Shares 	ZAR 	8,500,000 


Put/Call

Acquisition of additional 23% interest in HC van Wyk
Diamonds Option

	  	  	Payment 	Currency 	Amount 
	HC Van Wyk Portion 	HC Van Wyk Family 	Shares 	ZAR 	60,000,000 
	  	Trust 	  	  	  


Midamines payment to the Vendors, Finders Fee
payment

	Minimum 	  	Payment 	Currency 	Amount 
	Midamines 	Vendors 	Shares 	USD 	13,000,000 
	Finders Fee 	Ruby Advisory 	Shares 	USD 	650,000 


or

	Minimum 	  	Payment 	Currency 	Amount 
	Midamines 	Vendors 	Shares 	USD 	26,000,000 
	(maximum) 	  	  	  	  
	Finders Fee 	Ruby Advisory 	Shares 	USD 	1,300,000 






- 2 -

ROCKWELL VENTURES INC.
SUBSCRIPTION
AGREEMENT
For Subscribers Resident in the United States

	TO: 	ROCKWELL VENTURES INC. 
	AND TO: 	RBC DOMINION SECURITIES INC. and
      CANACCORD CAPITAL CORPORATION, RBC 
	  	CAPITAL MARKETS CORPORATION and
      CANACCORD ADAMS INC. 


The undersigned (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from Rockwell Ventures Inc. (the
“Corporation”) that number of units of the Corporation (the
“Units”) set out below at a price of $0.52 per Unit (the “Subscription
Price”), on and subject to the terms and conditions attached to and forming
part of this subscription agreement (the “Agreement”).


	Subscriber Signature 	 	Number of Units: 
	  	 	  
	  	 	  
	  	 	  
	(Name of Subscriber - please print) 	 	Aggregate Subscription Price: $

	By: 	 	 	  
	           	(Authorized Signature) 	 	  
	  	 	Beneficial Subscriber
      Information 
	  	 	  
	(Official Capacity or Title - please print)
	 	If the Subscriber is signing as agent for
      a principal and is 
	  	 	not a trust company or a portfolio
      manager, in either case, 
	  	 	purchasing as trustee or agent for
      accounts fully managed 
	Please print name of individual whose
      signature appears 	 	by it, complete the following and ensure
      that Schedule B is 
	above if different than the name of the
      Subscriber printed 	 	completed on behalf of such
      principal: 
	above.) 	 	  
	  	 	  
	  	 	  
	Subscriber Information 	 	  
	  	 	(Name of Principal) 
	  	 	  
	(Subscriber’s Address) 	 	  
	  	 	(Principal's address) 
	  	 	  
	  	 	  
	(Telephone Number) 	 	(Telephone Number) 
	  	 	  
	  	 	  
	(Fax Number) 	 	(Fax Number) 
	  	 	  
	  	 	  
	(Email Address) 	 	(Email Address) 
	Number of Common Shares currently owned:  	 	 	 
		 	 	  



2




- 3 -

	Register the Units as set forth below:
    	 	Deliver the Units as set forth
      below: 
	  	 	[ ] Same as Registered Address
      (otherwise complete below) 
	 	 	 
	(Name) 	 	(Name) 
	 	 	 
	(Account reference, if applicable) 	 	(Account reference, if applicable)

	 	 	 
	(Address) 	 	(Contact Name) 
	 	 	 
	  	 	(Address) 
	 	 	 
	  	 	(Phone Number and Email Address) 



	Subscriber Information 	 	Subscriber Information 
	 	 	  
	(1) The Subscriber, if not an individual, either: 	 	(3) The Subscriber either: [CHECK
      APPROPRIATE] 
	[CHECK APPROPRIATE] 	 	  
	 	 	  ____ IS AN INSIDER of the
      Corporation, as defined 
	_____   has previously filed with the TSX
      Venture 	 	in the TSX Venture Exchange policies,
      namely: 
	             
       Exchange a Form 4C, Corporate Placee 	 	   (i) a director or senior
      officer of the Corporation; 
	             
       Registration Form, and represents and 	 	   (ii) a director or senior
      officer of a company that is an 
	             
       warrants that there has been no change to any 	 	           
       Insider or subsidiary of the Corporation; 
	             
       of the information in the Form 4C previously 	 	   (iii) a person that
      beneficially owns or controls, 
	             
       filed with the TSX Venture Exchange up to the 	 	           
       directly or indirectly, voting shares carrying 
	date of this Agreement; 	 	           
       more than 10% of the voting rights attached to 
	 	 	           
       all outstanding voting shares of the Corporation; 
	OR 	 	   (iv) the Corporation itself, if
      it holds any of its own 
	 	 	           
       securities; 
	_____   hereby delivers to the Corporation a
      duly 	 	  
	             
       signed and completed Form 4C Corporate 	 	         OR
    
	             
       Placee Registration Form, in the form attached 	 	  
	             
       hereto as Schedule “B” for filing with the TSX 	 	           
       IS NOT AN INSIDER of the Corporation 
	Venture Exchange. 	 	  
	 	 	  
	(2) The Subscriber either: [CHECK APPROPRIATE]
	 	(4) After the purchase of Securities
      subscribed for 
	 	 	under this Agreement, the Subscriber either:
      [CHECK 
	_____   owns directly or indirectly, or
      exercises control 	 	APPROPRIATE] 
	             
       or direction over, NO common shares or 	 	  
	             
       securities convertible into common shares in 	 	_____WILL BENEFICIALLY OWN or control
      more 
	             
       the capital of the Corporation (excluding 	 	           
       than 5% of the post-Closing outstanding 
	             
       Common Shares or securities exchangeable for 	 	           
       Common Shares of the Corporation; 
	             
       Common Shares subscribed for herein); 	 	  
	 	 	         
       OR 
	OR 	 	  
	 	 	_____WILL NOT BENEFICIALLY OWN or
      control 
	_____   owns directly or indirectly, or
      exercised 	 	           
       more than 5% of the post-Closing outstanding 
	               control
      or direction over [fill in 	 	           
       Common Shares of the Corporation. 
	             
       number] Common Shares and convertible 	 	  
	             
       securities entitling the Subscriber to acquire an 	 	  
	               additional
      [fill in number] 	 	  
	             
       Common Shares in the capital of the 	 	  
	             
       Corporation (excluding Securities 	 	  
	             
       exchangeable for Common Shares subscribed 	 	  
	               for
      herein). 	 	  


3




- 4 -


	HAVE YOU COMPLETED THIS SUBSCRIPTION
      AGREEMENT PROPERLY? 
	 
	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 “B”.

	 	 	  
	 	 	  Schedule “C” indicating which category is applicable.
    
	 	 	
	You may not change any part of this
      agreement without the consent of the Corporation.




4




- 5 -

	TO BE COMPLETED BY THE CORPORATION
  
	 
	The Corporation accepts the subscription on the terms
      and conditions of this Agreement, including the attached “Terms and
      Conditions of Subscription”, for the following number of 
	Units:    
      __________________________
	 
	Date:      
      __________________________
	 ROCKWELL VENTURES INC. 
	  
	 By:        
      __________________________
	  
	           
           Authorized Signing Officer 
	              
      __________________________
	           
           Official Capacity or Title 
	 	Subscription No:  ______________
		 


5




- 6 -

Terms and Conditions of Subscription

Terms of the Offering

Each unit (each, a “Unit”) is comprised of (i) one
common share of the Corporation (each, a “Common Share”) and (ii)
one common share purchase warrant of the Corporation (each, a “Warrant”).
Each Warrant entitles the holder to acquire, on payment of $0.70 ,
one Common Share (each, an “Underlying Share”). A Warrant may be
exercised at any time during the 24 month period starting on the date the Units
are issued. As used in this Agreement, “Securities” means the Common
Shares and Warrants comprising the Units and Underlying Shares, collectively or
individually, as the context requires.

The Corporation intends to sell up to $50 million of Units
(the “Offering”) pursuant to the terms of an agency agreement (the
“Agency Agreement”) to be entered into between RBC

Dominion Securities Inc. (“RBC”) and Canaccord
Capital Corporation (collectively, the “Agents”) and also intends to sell
$10 million of Units pursuant to a non-brokered private placement on the same
terms as the Offering. The Offering is being made by the Agents on a “best
efforts” private placement basis without underwriting liability. The brokered
offering is subject to a condition, which may be waived at the option of the
Agents, that the non-brokered private placement close concurrently with the
Offering.

The Securities will be offered in Canada, the United Kingdom
and the United States through the Agents and its broker dealer affiliates, and
in certain other jurisdictions as contemplated by the Agency Agreement. 

The specific attributes of the Warrants will be set forth in
the Warrant certificates. 

The net proceeds from the Offering will be released to the
Corporation on the Closing Date.

The Agent(s) will receive from the Corporation a fee equal
to 6% of the aggregate gross proceeds of the Offering payable upon completion of
the purchase from the Corporation of the Securities and, subject to the terms of
the Agency, will be entitled to reimbursement of certain of its expenses
incurred in connection with the Offering.

The Agents will also receive broker warrants (“Broker
Warrants“) which will entitle the Agents to purchase, at $0.52 per Common
Share, up to that number of Common Shares equal to 6% of the number of Units
sold pursuant to the Offering, which Broker Warrants will be exercisable at any
time prior to 5:00 p.m. (Vancouver time) on the date which is 24 months
following the Closing Date.

Closing

     The completion of the offer, sale
and issuance of the Securities as contemplated by this Agreement (the
“Closing”) will occur on or about May 8, 2007 at 9:00 a.m. or such other
date and time as may be determined by the Corporation and the Agents (the
“Closing Date” and the “Time of Closing”, respectively), subject
to satisfaction or waiver by the relevant party of the conditions of
closing.

Conditions of Closing

     The Subscriber, on its own behalf
and on behalf of any disclosed principal for whom the Subscriber is contracting
under this Agreement (a “Disclosed Beneficial Subscriber”), acknowledges
that the offer, sale and issuance of the Securities as contemplated by this
Agreement is subject to, among other things, the following conditions being
fulfilled or performed on or before the Time of Closing, which conditions are
for the exclusive benefit of the Corporation and may be waived, in whole or in
part, by the Corporation in its sole discretion: 

6




- 7 -

The Subscriber delivering to the Agents not later than 5:00 p.m.
(Toronto time) on the day
that is two business days before the Closing Date
at RBC’s office at:

RBC Dominion Securities Inc.
200
Bay Street
Royal Bank Plaza
South Tower, 4th Floor
Toronto, Ontario M4S
2J8
Attention: Carol Grecco
Tel: 416-842-5343
Fax: 416-842-7650

	 	(i) 	
      One fully completed and duly executed copy of this
      Agreement, including Schedules B and C and all other documentation
      contemplated by this Agreement;

	 	 	 
	 	(ii) 	
      A certified cheque, bank draft or evidence of completed
      wire transfer to RBC (as per the wire instructions below), representing
      the aggregate Subscription Price payable for the Securities subscribed for
      by the Subscriber:




	 	Payment made to: 	Royal Bank of Canada 
	 	Address: 	200 Bay Street, Toronto, Ontario M5J 2W7
    
	 	Swift Code: 	ROYCCAT2 
	 	Bank #: 	003 
	 	Transit#: 	00002 
	 	Account #: 	0007997 (RBC Dominion Securities) 
	 	Beneficiary: 	Client A/C Reference: Carol Grecco
  


The Corporation accepting the Subscriber’s subscription, in
whole or in part;

The offer, sale and issuance of the Securities being exempt
from the prospectus and registration requirements of Applicable Securities Laws.
As used in this Agreement, “Applicable Securities Laws” means any and all
securities laws including, statutes, rules, regulations, by-laws, policies,
guidelines, orders, decisions, rulings and awards, applicable in the
jurisdictions in which the Securities will be offered, sold and issued; 

The Subscriber executing and delivering to the Corporation all
reports, undertakings or other documents required under Applicable Securities
Laws in connection with the offer, sale and issuance of the Securities to the
Subscriber; 

The Corporation obtaining all orders, permits, approvals,
waivers, consents, licenses or similar authorizations of Regulators necessary to
complete the offer, sale and issuance of the Securities. As used in this
Agreement, “Regulator” means (i) any governmental or public entity
department, court, commission, board, bureau, agency or instrumentality, (ii)
any quasi-governmental, self regulatory or private body exercising any
regulatory authority and (iii) any stock exchange;

7




- 8 -

The closing conditions contained in the Agency Agreement being
satisfied or waived by the relevant party; and

The representations and warranties of the Subscriber having
been true and correct as of the date of this Agreement and being true and
correct at the Time of Closing.

Acknowledgments of the Subscriber

     The Subscriber, on its own behalf
and, if applicable, on behalf of any Disclosed Beneficial Subscriber,
acknowledges that:

AN INVESTMENT IN THE UNITS IS SPECULATIVE AND NOT WITHOUT
RISK AND THE SUBSCRIBER (AND ANY DISCLOSED BENEFICIAL SUBSCRIBER) MAY
LOSE ITS ENTIRE INVESTMENT; 

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 Corporation has the right to accept or reject the
Subscriber’s subscription in whole or in part. If the subscription is rejected
in whole or in part all or a portion of the purchase price, as the case may be,
will be promptly delivered to the Subscriber, without interest;

The Subscriber is not relying upon the Agents to conduct any
due diligence investigation on behalf of the Subscriber concerning the
Corporation’s business, financial position, condition or prospects;

The offer, sale and issuance of the Securities is exempt from
the prospectus and registration requirements of Applicable Securities Laws and,
as a result: (i) the Subscriber may not receive information that would otherwise
be required under Applicable Securities Laws or be contained in a prospectus
prepared in accordance with Applicable Securities Laws, (ii) the Subscriber is
restricted from using most of the protections, rights and remedies available
under Applicable Securities Laws, including statutory rights of rescission or
damages, and (iii) the Corporation is relieved from certain obligations that
would otherwise apply under Applicable Securities Laws; 

No prospectus has been filed with any Regulator in connection
with the Offering and no Regulator (including without limitation, the United
States Securities and Exchange Commission or any state securities commission)
has made any finding or determination as to the merit for investment in, or made
any recommendation or endorsement with respect to, the Securities;

The offer and sale of the Securities by the Corporation to the
Subscriber have not been and will not be registered under the United States
Securities Act of 1933, as amended (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 (as defined in Rule 902 of Regulation S under
the U.S. Securities Act) except in compliance with the requirements of an
exemption from registration under the U.S. Securities Act and any applicable
state securities laws and that the Securities are being offered and sold by the
Corporation to a limited number of Institutional Accredited Investors (as

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defined in Schedule “C” hereto), including the Subscriber, that
execute and deliver this Agreement and make the representations and warranties
herein and as set forth in Schedule “C” in transactions not requiring
registration under the U.S. Securities Act; accordingly, there are substantial
restrictions on the transferability of the Securities by the Subscriber;

As a condition of the purchase of the Securities, the
Subscriber will be required to, among other things, execute and deliver to or as
directed by the Corporation, this Subscription Agreement, including the United
States Institutional Accredited Investor Certificate attached as Schedule “C” to
this Subscription Agreement;

Any information concerning the Corporation available in its
public record (meaning information which has been publicly filed at
www.SEDAR.com 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
its 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;

The purchase of Units forms part of a larger issuance and sale
by the Corporation of up to $50 million of Units as well as an additional $10
million of Units on a non-brokered private placement basis;

This Agreement sets out the principal terms and conditions of
the Subscriber’s purchase of Units which can be modified by agreement between
the Agents and the Corporation;

The Corporation may be required to disclose to Regulators the
name and address of the beneficial purchasers of the Units, the number of Units
purchased and the purchase price for such Units;

The Securities are being offered on a “private placement”
basis. The Warrants are not and will not be listed on any stock exchange and
will be subject to resale restrictions under Applicable Securities Laws. The
Common Shares and the Underlying Shares will be listed and quoted for trading on
the facilities of the TSX Venture Exchange (the “Exchange”) and will be
subject to resale restrictions under Applicable Securities Laws and the rules of
the Exchange, and 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 certificates representing the Common Shares, the Warrants
and the Underlying Shares (and any replacement certificate issued prior to the
expiration of the applicable hold periods), or ownership statements issued under
a direct registration system or other electronic book-entry system, will bear a
legend in accordance with Applicable Securities Laws;

Until the expiry of the hold periods, the Common Shares and
Underlying Shares can not be traded through the facilities of the Exchange since
the certificates representing the Common Shares and Underlying Shares are not
freely transferable and consequently are not “good delivery” in settlement of
transactions on the Exchange. The Exchange would deem the Subscriber to be
responsible for any loss incurred on a sale made by the Subscriber in the
Units;

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The costs incurred by the Subscriber (including any fees and
disbursements of any special counsel retained by the Subscriber) relating to the
purchase of the Units by the Subscriber shall be borne by the Subscriber;

The Subscriber acknowledges that the Agents will receive from
the Corporation a commission in connection with the sale of the Units and that
the Agents assume no responsibility or liability of any nature whatsoever for
any information upon which the Subscriber’s decision to purchase the Units was
made, or as to whether all information concerning the Corporation or required to
be disclosed by the Corporation or has been generally disclosed and that the
Agents have not engaged in any independent investigation or verification with
respect to the accuracy or completeness of any of the representations or
warranties of the Corporation set forth in this Agreement; 

The Units may not be sold in Canada or to Canadian residents
unless the sale is made pursuant to an available exemption from the prospectus
and registration requirements under the securities legislation in the Canadian
purchaser’s province or territory of residence or the required “hold” period
under Canadian securities legislation has expired since the acquisition by it of
the Units to be sold; 

The Corporation (i) is under no obligation to be or to remain a
“foreign issuer”, as such term is defined in the U.S. Securities Act, (ii) may
not, at the time the Subscriber sells the Units or at any other time, be a
foreign issuer, and (iii) may engage in one or more transactions which could
cause the Corporation not to be a foreign issuer. If the Corporation is not a
foreign issuer at the time of any sale pursuant to Rule 904 of Regulation S
adopted by the United States Securities and Exchange Commission (the
“SEC”), the certificate delivered to the buyer may continue to bear the
applicable legend; 

The certificates representing the Common Shares and the
Underlying Shares (and any replacement certificate issued prior to the
expiration of the applicable hold periods) will bear a legend substantially in
the form of the following legend as required by the Exchange:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 9, 2007.” [Four
months plus one day from 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.”

No securities commission or similar regulatory authority has
reviewed or passed on the merits of the Securities;

There is no government or other insurance covering the
Securities;

There are risks associated with the purchase of the
Securities;

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There are restrictions on the Subscriber’s ability to resell
the Securities and it is the responsibility of the Subscriber to find out what
those restrictions are and to comply with them before selling the Securities;
and

The Corporation has advised the Subscriber that the Corporation
is relying on an exemption from the requirements to provide the Subscriber with
a prospectus and to sell Securities through a person registered to sell
securities under the Securities Act (British Columbia) and, as a
consequence of acquiring securities pursuant to this exemption, certain
protections, rights and remedies provided by the Securities Act (British
Columbia), including statutory rights of rescission or damages, will not be
available to the Subscriber.

Representations and Warranties of the Subscriber

     The Subscriber, on its own behalf
and on behalf of any Disclosed Beneficial Subscriber, represents and warrants as
follows to the Corporation and the Agents at the date of this Agreement and at
the Time of Closing and acknowledges and confirms that the Corporation and the
Agents are relying on such representations and warranties in connection with the
offer, sale and issuance of the Securities to the Subscriber:

THE SUBSCRIBER (AND ANY DISCLOSED BENEFICIAL SUBSCRIBER) 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 has not been provided with a prospectus, an
offering memorandum or any other document in connection with its subscription
for Securities and the decision to subscribe for Securities and execute this
Agreement has not been based upon any verbal or written representation made by
or on behalf of the Corporation, the Agents or any employee or agent of either
the Corporation or the Agents and has been based entirely upon the term sheet
attached as Schedule “A” to this Agreement, this Agreement and information
contained in the Public Record; 

The Subscriber acknowledges that it has not purchased the
Securities as a result of any form of general solicitation or general
advertising (as such terms are used in Regulation D under the U.S. Securities
Act), including 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;

The Corporation has provided to the Subscriber the opportunity
to ask questions and receive answers concerning the terms and conditions of the
offering and the Subscriber has had access to such information concerning the
Corporation as the Subscriber has considered necessary or appropriate in
connection with its investment decision to acquire the Securities, including
access to the Corporation’s Public Record available on the Internet at www.sedar.com, and that any answers to questions and
any request for information have been complied with to the Subscriber’s
satisfaction;

The Subscriber is an Institutional Accredited Investor and it
is acquiring the Securities for its own account for investment purposes only 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 for investment purposes only, and not with a view to any resale,
distribution or other disposition of the Securities in violation of United
States securities laws or applicable state securities laws, and

11




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neither the Subscriber nor any such beneficial purchaser for
whom it is acting has any agreement, understanding or intention to distribute
either directly or indirectly any of the Securities;

The Subscriber is an "accredited investor", as such term is
defined under Canadian Applicable Securities Laws;

The Subscriber understands and acknowledges that the Securities
have not been and will not be registered under the U.S. Securities Act or the
securities laws of any state of the United States, and are therefore “restricted
securities” within the meaning of Rule 144 under the U.S. Securities Act, and
that if in the future it shall decide to offer, resell, pledge or otherwise
transfer such Securities, directly or indirectly, the same may be offered, sold,
pledged 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 and in compliance with applicable local laws and
regulations, (iii) within the United States in accordance with (A) Rule 144A
under the U.S. Securities Act to a person it reasonably believes is a “qualified
institutional buyer” (as defined in Rule 144A under the U.S. Securities Act)
that is purchasing for its own account or for the account of one or more
“qualified institutional buyers” and to whom notice is given that the offer,
sale, pledge or transfer is being made in reliance on Rule 144A, or (B) Rule 144
under the U.S. Securities Act, if available, and in compliance with any
applicable state securities laws of the United States, or (iv) in another
transaction that does not require registration under the U.S. Securities Act or
any applicable United States state securities laws after (A) in the case of
proposed transfers pursuant to (ii) above, providing a declaration to the
registrar and transfer agent of the Corporation, as transfer agent for the
Securities, in the form attached hereto as Schedule “D” (or such other form as
the Corporation may prescribe from time to time), and (B) in the case of
proposed transfers pursuant to (iii)(B) or (iv) above, providing to the
registrar and transfer agent of the Corporation an opinion of counsel of
recognized standing reasonably satisfactory to the Corporation, to the effect
that the proposed transfer may be effected without registration under the U.S.
Securities Act;

The Subscriber understands and acknowledges that all
certificates representing any Securities sold in the United States as part of
this offering, and all certificates issued in exchange for or in substitution of
such certificates, will bear a legend upon original issuance of the Securities
and until the legend is no longer required under applicable requirements of the
U.S. Securities Act or applicable state securities laws, to the following
effect:

“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”), OR STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE
CORPORATION THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED 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 AND IN
COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED
STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2)
RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) ANOTHER TRANSACTION THAT DOES NOT
REQUIRE

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REGISTARATION UNDER THE U.S.
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE
CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D) ABOVE, A LEGAL OPINION FROM COUNSEL
OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE
PROVIDED.

DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.

IF THE CORPORATION IS A “FOREIGN
ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW
CERTIFICATE, BEARING NO LEGEND, MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER
AGENT OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT OF THE
CORPORATION AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES
REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT.”

If the Corporation is a “foreign issuer” within the meaning of
Regulation S at the time of sale and the Securities are being sold in compliance
with the requirements of Rule 904 of Regulation S, then unless the Corporation
or the registrar and transfer agent of the Corporation (or its successor)
requires a legal opinion, the legend may be removed by providing a declaration
to the registrar and transfer agent of the Corporation (or its successor) in the
form attached hereto as Schedule “D” (or as the Corporation may prescribe from
time to time)

If the Securities are being sold under Rule 144 under the U.S.
Securities Act and in compliance with applicable state securities laws, the
legend may be removed by delivery to the registrar and transfer agent of the
Corporation (or its successor) and the Corporation of an opinion of counsel of
recognized standing and reasonably satisfactory to the Corporation, to the
effect that such legend is no longer required under applicable requirements of
the U.S. Securities Act or state securities laws.

The Subscriber consents to the Corporation making a notation on
its records or giving instruction to the registrar and transfer agent of the
Corporation in order to implement the restrictions on transfer set forth and
described herein;

The Subscriber understands and acknowledges that the Securities
have not been and will not be registered under the U.S. Securities Act, that the
sale contemplated hereby is being made in reliance on an exemption from
registration under the U.S. Securities Act for non-public offerings, and that
the Corporation has no obligation or present intention of filing with the United
States Securities and Exchange Commission or with any state securities
administrator any registration statement in respect of resales of the Securities
in the United States;

The Subscriber understands and acknowledges that it is making
the representations and warranties and agreements contained herein with the
intent that they may be relied

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upon by the Corporation and the Agents in determining its
eligibility or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Securities.

The Subscriber acknowledges that the resale of the Securities
acquired by the Subscriber are subject to certain resale restrictions under
Canadian securities laws and stock exchange rules, and the Subscriber agrees to
comply with such resale restrictions;

At any time when the Corporation is not subject to Section 13
or 15(d) of the United States Securities Exchange Act of 1934(the "Exchange
Act") (which require the filing of reports and other information with the
SEC), and is not exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act, the Corporation will, upon request of holders and prospective
purchasers of Securities, promptly furnish or cause to be furnished to such
holders and prospective purchasers, copies of the information required to be
delivered to holders and prospective purchasers of the Securities pursuant to
Rule 144A(d)(4) under the U.S. Securities Act (or any successor provision
thereto) in order to permit compliance with Rule 144A in connection with resales
by such holders of the Securities;

The Subscriber (and any Disclosed Beneficial Subscriber) is
eligible to purchase the Securities pursuant to an exemption from the prospectus
and registration requirements of Applicable Securities Laws. The Subscriber has
completed and delivered to the Corporation Schedule “C” evidencing the
Subscriber's (and any Disclosed Beneficial Subscriber’s) status under Applicable
Securities Laws and confirms the truth and accuracy of all statements,
representations and warranties made in such certificate as of the date of this
Agreement and as of the Time of Closing;

The Subscriber (and any Disclosed Beneficial Subscriber) was
offered the Securities in, and is resident in, the jurisdiction set out as the
“Subscriber’s Address” on the first page of this Agreement and intends the
Applicable Securities Laws of that jurisdiction to govern the offer, sale and
issuance of the Securities to the Subscriber and the Subscriber has not been
formed for the specific purpose of acquiring the Securities;

The Subscriber (and any Disclosed Beneficial Subscriber) has
been independently advised as to and is aware of the resale restrictions under
Applicable Securities Laws with respect to the Common Shares, Warrants and
Underlying Shares;

The Subscriber understands and acknowledges that the Warrants
may not be exercised in the United States or by or on behalf of a U.S. Person or
a person in the United States unless an exemption is available from the
registration requirements of the U.S.

Securities Act and the securities laws of all applicable states
and the holder has furnished an opinion of counsel of recognized standing in
form and substance satisfactory to the Corporation to such effect; provided that
the undersigned Subscriber will not be required to deliver an opinion of counsel
in connection with its due exercise of the Warrants that comprise part of the
Units purchased hereunder, for its own account or for the account of a Disclosed
Beneficial Subscriber, if any, at a time when the undersigned Subscriber and
such Disclosed Beneficial Subscriber, if any, are Institutional Accredited
Investors;

The Subscriber understands and agrees that the certificates
representing the Warrants, and all certificates issued in exchange therefor or
in substitution thereof, shall bear substantially the following legend:

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"THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A "U.S.
PERSON" OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE, OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION S UNDER THE U.S. SECURITIES ACT.";

The Subscriber (and any Disclosed Beneficial Subscriber) is at
arm’s-length, within the meaning of the policies of the Exchange, with the
Corporation;

None of the proceeds that the Subscriber is using to purchase
the Securities are to the knowledge of the Subscriber, proceeds obtained or
derived, directly or indirectly, as a result of illegal activities;

The Subscriber (and any Disclosed Beneficial Subscriber) has
not received, nor does it expect to receive any financial assistance from the
Corporation, directly or indirectly, in respect of the Subscriber’s purchase of
Securities;

The Subscriber understands and agrees that (i) there may be
material tax consequences to the Subscriber and any Disclosed Beneficial
Subscriber of an acquisition, disposition or exercise of any of the Securities;
and (ii) the Corporation gives no opinion and makes no representation with
respect to the tax consequences to the Subscriber or any Disclosed Beneficial
Subscriber under United States, state, local or foreign tax law of an
acquisition , disposition or exercise of such Securities;

The Subscriber understands and agrees that the financial
statements of the Corporation have been prepared in accordance with Canadian
generally accepted accounting principles, which may differ in material respects
from United States generally accepted accounting principles, and thus may not be
comparable to financial statements of United States companies;

No person has made any oral or written representations to the
Subscriber: (i) that any person will resell or repurchase the Securities; (ii)
that any person will refund the purchase price of the Securities; or (iii) as to
the future value or price of any of the Common Shares, Warrants or Underlying
Shares;

If the Subscriber is an individual, he or she is of legal age
and is legally competent to execute, deliver and perform his or her obligations
under this Agreement. If the Subscriber is not an individual, (i) it has the
legal capacity and competence to execute, deliver and perform its obligations
under this Agreement; and (ii) the execution and delivery of and performance by
the Subscriber of this Agreement have been authorized by all necessary corporate
or other action on the part of the Subscriber; 

If the Subscriber is subscribing on its own behalf, this
Agreement has been duly executed and delivered by the Subscriber, and
constitutes a legal, valid and binding agreement of the Subscriber enforceable
against it in accordance with its terms;

If the Subscriber is acting for a Disclosed Beneficial
Subscriber, the Subscriber is duly authorized to execute and deliver this
Agreement and all other documentation in connection with the subscription on
behalf of the Disclosed Beneficial Subscriber.

This Agreement has been duly authorized, executed and delivered
by or on behalf of such Disclosed Beneficial Subscriber and constitutes a legal,
valid and binding

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agreement of such Disclosed Beneficial Subscriber enforceable
against it in accordance with its terms;

The execution and delivery of and performance by the Subscriber
(and any Disclosed Beneficial Subscriber) of this Agreement do not and will not
(or would not with the giving of notice, the lapse of time or the happening of
any other event or condition) result in a breach or violation of or a conflict
with, or allow any other person to exercise any rights under any of the terms or
provisions of the Subscriber’s (and any such Disclosed Beneficial Subscriber’s)
constating documents or by-laws, if applicable, or any other contract,
agreement, instrument, undertaking or covenant to which the Subscriber (and any
Disclosed Beneficial Subscriber) is a party or by which it is bound; and

The Subscriber (and the Disclosed Beneficial Subscriber) has
obtained such legal and tax advice as it considers appropriate in connection
with the offer, sale and issuance of the Units and the execution, delivery and
performance by it of this Agreement and the transactions contemplated by this
Agreement. The Subscriber (and the Disclosed Beneficial Subscriber) is not
relying on the Corporation, the Agents, their affiliates or counsel to any of
them in this regard.

The Agents and the Corporation shall be entitled to rely on the
representations, warranties and covenants of the Subscriber contained in this
Section 5 and elsewhere in this Agreement and the Subscriber shall indemnify and
hold harmless each of the Agents and the Corporation and their respective
directors, officers, employees and agents and those of their respective
affiliates for any loss, cost, expense, damage or any other liability any of
them may suffer as a result of a breach of representations, warranties and
covenants of the Subscriber. The Subscriber undertakes to notify the Corporation
immediately of any change in any representation or warranty or other information
relating to the Subscriber set forth herein that takes place prior to the Time
of Closing.

Covenants of the Subscriber

The Subscriber (and any Disclosed Beneficial Subscriber)
will comply with Applicable Securities Laws concerning the subscription,
purchase, holding and resale of the Securities and will consult with its legal
advisers or counsel to the Corporation with respect to complying with resale
restrictions under Applicable Securities Laws with respect to the
Securities.

The Subscriber (and any Disclosed Beneficial Subscriber)
will execute, deliver, file and otherwise assist the Corporation in filing any
reports, undertakings and other documents required under Applicable Securities
Laws in connection with the offer, sale and issuance of the Securities.

Representations and Warranties of the Corporation

     The Corporation represents and
warrants as follows to the Subscriber at the date of this Agreement and at the
Time of Closing and acknowledges and confirms that the Subscriber is relying
upon such representations and warranties in connection with the offer, sale and
issuance of the Securities to the Subscriber:

The Corporation and its subsidiaries are corporations
incorporated and existing under the laws of the jurisdictions in which they are
incorporated, continued or amalgamated;

The execution and delivery of, and performance by the
Corporation of this Agreement have been authorized by all necessary corporate
action on the part of the Corporation;

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This Agreement has been duly executed and delivered by the
Corporation and constitutes a legal, valid and binding agreement of the
Corporation enforceable against it in accordance with its terms;

The Corporation has complied with Applicable Securities Laws in
connection with the offer, sale and issuance of the Securities; and

The Corporation and its subsidiaries own all of the properties
and assets that they purport to own in the Public Record. Except as disclosed in
the Public Record, all agreements by which the Corporation or its subsidiaries
holds an interest in a property or asset are in good standing in all material
respects according to their terms.

     The Corporation agrees that the
Subscriber is entitled to the benefit of all representations, warranties and
covenants of the Corporation and the conditions precedent to the Offering in the
Agency Agreement as if the Subscriber was a party to such Agency Agreement and a
direct beneficiary of such provisions. The representations, warranties and
covenants of the Corporation in the Agency Agreement are incorporated into this
Agreement with such changes as are necessary in order to reflect that they are
being made by the Corporation to the Subscriber. In the event of a conflict
between the provisions of this Agreement and the provisions of the Agency
Agreement, the provisions of the Agency Agreement shall prevail.

Survival

     The representations, warranties,
acknowledgements and covenants contained in this Agreement and any certificate
or document delivered pursuant to or in connection with this Agreement will
survive Closing and continue in full force and effect for a period of 3 years
notwithstanding any subsequent disposition or exchange of the Securities.

Power of Attorney

     The Subscriber (and any Disclosed
Beneficial Subscriber) irrevocably constitutes and appoints RBC as the true and
lawful attorney of the Subscriber (and any Disclosed Beneficial Subscriber). As
the attorney of the Subscriber (and any Disclosed Beneficial Subscriber), RBC
has the power to act for and in the name of Subscriber (and any Disclosed
Beneficial Subscriber), with full power of substitution, to execute and deliver
such documents, instruments or agreements and do all acts and things necessary
to effect the following:

to represent the Subscriber (and any Disclosed Beneficial
Subscriber) at the Closing for the purposes of all closing matters and
deliveries of documents and certificates representing the Common Shares and
Warrants and payment of funds;

to extend any time periods and modify or waive any conditions
that are set forth in this Agreement or in the Agency Agreement in the manner
and to the extent that the Agents, in their absolute discretion, deem
appropriate, provided that the extensions, modifications or waivers do not
materially affect the Subscriber’s obligations under this Agreement; and 

without limiting the generality of the foregoing, to exercise
or not to exercise, as it determines in its sole discretion, the rights of
termination in the Agency Agreement.

This power of attorney is irrevocable, is coupled with an
interest and has been given for valuable consideration, the receipt and adequacy
of which is acknowledged. This power of attorney and other rights and privileges
granted under this section will survive any legal or mental incapacity,
dissolution, bankruptcy or death of the Subscriber (and any Disclosed Beneficial
Subscriber). This power of attorney extends to the heirs, executors,
administrators, other legal representatives and

17




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successors, transferees and assigns of the Subscriber (and any
Disclosed Beneficial Subscriber). Any person dealing with the Agents may
conclusively presume and rely upon the fact that any document, instrument or
agreement executed by the Agents pursuant to this power of attorney is
authorized and binding on the Subscriber (and any Disclosed Beneficial
Subscriber), without further inquiry. The Subscriber (and any Disclosed
Beneficial Subscriber) agrees to be bound by any representations or actions made
or taken by the Agents pursuant to this power of attorney, and waives any and
all defences that may be available to contest, negate or disaffirm any action of
the Agents taken in good faith under this power of attorney.

Beneficial Subscribers

     Whether or not explicitly stated
in this Agreement, any acknowledgement, representation, warranty, covenant or
agreement made by the Subscriber in this Agreement, including the Schedules will
be treated as if made by the Disclosed Beneficial Subscriber, if any. 

Schedules

     The following Schedules are
incorporated into and form an integral part of this Agreement, and any reference
to this Agreement includes the Schedules:

Schedule "A" Term Sheet

Schedule "B" TSX Venture Exchange Form 4C –
Corporate Placee Information Form Schedule "C" United States Institutional
Accredited Investor Certificate Schedule “D” Form of Declaration for Removal of
Legend

Interpretation

     Any reference in this Agreement
to gender includes all genders. Words importing the singular number only include
the plural and vice versa. The division of this Agreement into Sections and
other subdivisions and the insertion of headings are for convenient reference
only and do not affect the Agreement’s interpretation. All references in this
Agreement to dollars or to “$” are to the currency of Canada, unless otherwise
specifically indicated. In this Agreement (i) the words “including”, “includes”
and “include” mean “including (or includes or include) without limitation”, (ii)
the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of
similar meaning means “the aggregate (or total or sum), without duplication,
of”.

Assignment

     This Agreement becomes effective
when executed by all of the parties to it. After that time, it will be binding
upon and enure to the benefit of the parties and their respective successors,
heirs, executors, administrators and legal representatives. This Agreement is
not transferable or assignable by any party to it.

Entire Agreement

     This Agreement constitutes the
entire agreement between the parties with respect to the transactions
contemplated by it and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties. There are
no representations, warranties, covenants, conditions or other agreements,
express or implied, collateral, statutory or otherwise, between the parties in
connection with the subject matter of this Agreement, except as specifically set
forth in this Agreement. The parties have not relied and are not relying on any
other information, discussion or understanding in entering into and completing
the transactions contemplated by this Agreement.

18




- 19 -

Time of Essence

Time is of the essence in this Agreement.

Governing Law

     This Agreement will be governed
by, interpreted and enforced in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein. The Subscriber, (and
any Disclosed Beneficial Subscriber), irrevocably attorns and submits to the
non-exclusive jurisdiction of the courts of the Province of Ontario with respect
to any matters arising out of this Agreement and waives objection to the venue
of any proceeding in such court or that such court provides an inconvenient
forum.

Language of Documents

     It is the express wish of the
parties to this Agreement that this Agreement and all related documents be
drafted in English. Les parties aux présentes conviennent et exigent que cette
convention ainsi que tous les documents s'y rattachant soient rédigés en langue
Anglais.

Execution By Facsimile and Counterparts

     This Agreement including the
Schedules may be executed in any number of counterparts (including counterparts
by facsimile) and all such counterparts taken together will be deemed to
constitute one and the same document.

Currency

References in this Agreement and the Schedules to “$” or “Cdn.
$” are to Canadian dollars.

19




SCHEDULE “A”
TERM SHEET

	Issuer: 	Rockwell Ventures Inc. (“RVI” or the
      “Company”). 
	  	  
	Offering: 	Approximately 96,2 million Units (the “Units”),
      each Unit consisting of (i) one RVI common share (each a “Common Share”)
      and (ii) one Common Share purchase warrant (each a “Warrant”) entitling
      the holder to purchase one Common Share of RVI (each an “Underlying
      Share”). The Common Shares and Warrants will be separable immediately upon
      closing of the Offering. 
	  	  
	Issue Price: 	$0.52 per Unit. 
	  	  
	Amount: 	Approximately C$60 million, to be comprised of
      approximately C$50 million to be sold to institutional investors and C$10
      million in a non-brokered placing on identical terms to be organised by
      Trimark Trading, Dubai. 
	  	  
	Currency: 	All settlements will be in Canadian
      dollars (C$). 
	  	  
	Purchase 	Each whole Warrant will entitle the holder to
      acquire one Common Share from RVI at a price of C$0.70 per Common Share
      for a period of 24 months from pricing of this Offering. 
	Warrants 	 
	  	  
	Use of Proceeds: 	RVI currently intends to use the net proceeds
      of the offering, together with the Company’s existing cash resources, to
      fund the acquisition of the Middle Orange River Operations from Trans Hex
      Group Limited, to increase capital expenditure for the acquired mines and
      on existing sites and for general corporate purposes. 
	  	  
	Subscription: 	Persons wishing to subscribe for Units must
      complete and sign a Subscription Agreement and deliver a certified cheque
      in the amount of the subscription price per Unit on the Closing Date.
      Subscriptions must comply with applicable securities laws regarding
      private placements. 
	  	  
	Resale 	Common Shares and Warrants and Underlying
      Shares purchased on a private placement basis by investors will be
      legended and subject to hold periods under applicable securities laws and
      policies. 
	Restrictions: 	  
		Common Shares and Warrants and Underlying
      Shares purchased will be subject to the following resale restrictions:
  
	  	  
		Canada: Unless permitted under
      securities legislation, Canadian resident investors will not be permitted
      to trade their Common Shares or Warrants or Underlying Shares before the
      date that is four months and a day following the date of their issue.
  
	  	  
		United Kingdom: Unless permitted under
      securities legislation, UK resident investors will not be permitted to
      trade their Common Shares or Warrants or Underlying Shares within Canada
      (including through the facilities of the TSX) before the date that is four
      months and a day following the date of their issue. 
	  	  
		United States: Investors that are U.S.
      Persons, or in the United States, will only be permitted to sell or
      otherwise transfer their Common Shares or Warrants or Underlying Shares:
      (A) to the Company; (B) outside the United States in compliance with Rule
      904 of Regulation S under the United States Securities Act of 1933
      (the "1933 Act"); (C) in the United States in compliance with an
      exemption from registration under the 1933 Act provided by Rule 144A or,
      if available, Rule 144, and any state securities laws; or (D) in a
      transaction that does not require registration under the 1933 Act or any
      applicable state securities laws provided the Company has a received a
      satisfactory opinion of counsel that 


A-1





		the transaction is exempt from such
      registration. In addition, unless permitted under securities legislation,
      investors will not be permitted to trade their Common Shares or Warrants
      or Underlying Shares within Canada (including through the facilities of
      the TSX) before the date that is four months and a day following the date
      of their issue. 
	  	  
		All Other Jurisdictions: Resales must
      occur in compliance with the laws of a Subscriber’s home jurisdiction. In
      addition, unless permitted under securities legislation, investors will
      not be permitted to trade their Common Shares or Warrants or Underlying
      Shares within Canada (including through the facilities of the TSX) before
      the date that is four months and a day following the date of their issue.
    
	  	  
	Listing: 	RVI’s Common Shares are listed on the TSX
      Venture Exchange (“TSX-V”) under the symbol “RVI” and are quoted on the
      National Association of Securities Dealers OTC Bulletin Board (“OTCBB”)
      under the symbol “RVINF”. The Warrants will not be listed on the TSX-V or
      quoted on the OTCBB. 
	  	  
	Offering Basis: 	Marketed private placement to be completed on
      an agency “best efforts” basis in Canada, Europe, the United States and
      elsewhere as permitted by applicable exemptions. Purchasers will be
      subject to the standard resale restrictions of the relevant jurisdiction.
    
	  	  
	Commission: 	The Company shall pay to RBC Capital Markets
      (“RBC”), on behalf of the Agents, a commission of 6.0% of the aggregate
      gross cash proceeds received from the Offering, plus broker warrants over
      Units equal to 6.0% of the amount raised 
	  	  
	Pricing Date: 	April 19, 2007 
	  	  
	Closing Date : 	May 8, 2007 


A-2





	SCHEDULE “B”
      
FORM 4C 
		 


CORPORATE PLACEE REGISTRATION
FORM 


     Where subscribers to a Private
Placement are not individuals, the following information about the placee must
be provided. This Form will remain on file with the Exchange. The corporation,
trust, portfolio manager or other entity (the “Placee”) need only file it on one
time basis, and it will be referenced for all subsequent Private Placements in
which it participates. If any of the information provided in this Form changes,
the Placee must notify the Exchange prior to participating in further placements
with Exchange listed companies. If as a result of the Private Placement, the
Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded
that they must file a Personal Information Form (2A) or, if applicable,
Declarations, with the Exchange. 

	1. 	
      Placee Information:

	 	 	 
		(a) 	
      Name: 
	 
	 	 	 
		(b) 	
      Complete Address: 
	 
	 	 	 
	 	 	 
		(c) 	
      Jurisdiction of Incorporation or Creation: 
	 
	 	 	 
	2. 	
      (a) Is the Placee purchasing securities as a portfolio
      manager (Yes/No)?

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

	 	 	 
	3. 	
      If the answer to 2(b) above was “Yes”, the undersigned
      certifies that:

	 	 	 
		(a) 	
      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;

	 	 	 
		(b) 	
      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;

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

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

	 	 	 
		(e) 	
      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




	FORM 4C
    	CORPORATE PLACEE 
	REGISTRATION FORM 	Page 1 
	  	  
	(as at March 11, 2004) 	B-1 







	4. 	
      If the answer to 2(a). above was “No”, please provide the
      names and addresses of control persons of the
Placee:





	Name 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act (British Columbia) and sections 176 and 182 of
the Securities Act (Alberta).

Acknowledgement - Personal Information

“Personal Information” means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to:

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

	 	 
	(b) 	
      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.




	Dated at
      ___________________________________________________	on
      _______________________________________________. 	
	 	 	 
	 	 	 
	  	(Name of Purchaser - please print) 	  
	 	 	 
	  	(Authorized Signature) 	  
	 	 	 
	  	(Official Capacity - please print) 	  
	  	  	  
	  	(please print name of
      individual whose signature appears above) 



	FORM 4C
    	CORPORATE PLACEE 
	REGISTRATION FORM 	  
		Page 2 
	  	  
	  	  
	(as at March 11, 2004) 	B-2 






THIS IS NOT A PUBLIC DOCUMENT

	FORM 4C
    	CORPORATE PLACEE 
	REGISTRATION FORM 	  
		Page 3 
	  	  
	  	  
	(as at March 11, 2004) 	B-2 






SCHEDULE “C”

UNITED STATES INSTITUTIONAL ACCREDITED INVESTOR
CERTIFICATE

     The Subscriber hereby represents,
warrants and certifies to Corporation that the Subscriber (or its disclosed
principal) is an institutional “accredited investor” as defined in Rule
501(a)(1)(2)(3) or (7) of Regulation D under the U.S. Securities Act (an
“Institutional Accredited Investor”) by virtue of being:

[check appropriate boxes]

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


C-1




     The foregoing representations
contained in this certificate are true and accurate as of the date hereof and
will be true and accurate as of the Closing Date. If any such representations
shall not be true and accurate prior to the Closing Date, the Subscriber shall
give immediate notice to the Corporation and the Agent.

EXECUTED by the Subscriber at __________________this
_______day of ____________, 2007.

	 	 
	 	Print Name of Subscriber 
	 	 
	 	Signature of Authorized Signatory
    
	 	 
	 	Name and Position of Authorized
      Signatory 
	 	 
	 	Jurisdiction of Residence
  


C-2




SCHEDULE “D”

FORM OF DECLARATION FOR REMOVAL OF LEGEND

	TO: 	Registrar and transfer agent for the
      Common Shares, Warrants and Warrant Shares of 
	  	ROCKWELL VENTURES INC. 
	  	(the “Issuer”):



     The undersigned (A) acknowledges
that the sale of the securities of the Issuer represented by certificate
number(s) _______________________, to which this declaration relates is being
made in reliance on Rule 904 of Regulation S under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1)
it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act)
of the Issuer (2) the offer of such securities was not made to a person in the
United States and either (a) at the time the buy order was originated, the buyer
was outside the United States, or the seller and any person acting on its behalf
reasonably believed that the buyer was outside the United States or (b) the
transaction was executed on or through the facilities of an applicable Canadian
stock exchange designated in Regulation S or any other designated offshore
securities market and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United
States, (3) neither the seller nor any affiliate of the seller nor any person
acting on its behalf engaged or will be engaged in any directed selling efforts
in the United States in connection with the offer and sale of such securities
(4) the sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as such
term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller
does not intend to replace such securities with fungible unrestricted
securities, and (6) the contemplated sale is not a transaction, or part of a
series of transactions which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act. Terms used herein have the meanings given to them by Regulation
S under the U.S. Securities Act.

	 Dated:
      _____________________________________________		 
	 		(Name of Holder – please print) 
	 	  	 
	 		(Authorized Signature) 
	 	  	 
	 		(Official Capacity – please print)

	 	  	 
			(please print here the name of the individual
      whose signature appears above, if different from the name of holder
      printed above) 


Affirmation by Seller’s Broker-Dealer

We have read the foregoing representations of our customer,
_____________________________(the "Seller"), dated _______________________, with
regard to our sale, for such Seller’s account, of the securities of the
Corporation referenced above which are represented by certificate number
______________(the "Securities"), and on behalf of ourselves we certify and
affirm that (A) we have no knowledge that the transaction had been prearranged
with a buyer in the United States, (B) the transaction was executed on or
through the facilities of a Canadian stock exchange designated in Regulation S
(including the TSX Venture Exchange), or another designated offshore securities
market as defined in Regulation S under the U.S. Securities Act, and (C) neither
we, nor any person acting on our behalf,

C-1




engaged in any directed selling efforts in connection with the
offer and sale of such Securities. Terms used herein have the meanings given to
them by Regulation S.

_________________________________

  Name of Firm

	By:    
      _________________________________
	           Authorized
      officer 


C-2