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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F

 ̈ REGISTRATION
  STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT
  OF 1934

OR

x ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934For the fiscal year ended May 31, 2003 (with other information to
  September 30, 2003 except where noted)

OR

 ̈ TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934For the transition period from _______________ to _______________

CIK Number 1095847

ROCKWELL VENTURES INC.(Exact name of Registrant specified in its charter)

ROCKWELL VENTURES INC.(Translation of Registrants name into English)

BRITISH COLUMBIA, CANADA(Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender Street Vancouver, British
  Columbia, Canada, V6C 2V6(Address of principal executive offices)

COMMON SHARES WITHOUT PAR VALUE(Title of Class)

Securities registered or to be registered pursuant to Section
  12(b) of the Act.

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | Not applicable                           

Securities registered or to be registered pursuant to Section
  12(g) of the Act

Common Shares without Par Value(Title of Class)

Securities for which there is a reporting obligation pursuant
  to Section 15(d) of the Act. None

Number of outstanding shares of Rockwell's only class of capital
  stock as at May 31, 2003.
  55,199,275 Common Shares Without Par Value

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- ii -

Indicate by check mark whether Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934during the preceding 12 months (or for such shorter period that
  Registrant was required to file such reports), and (2) has been subject to such
  filing requirements for the past 90 days.

NOT APPLICABLE

Indicate by check mark which financial statement item Registrant
  has elected to follow:

Item 17 x                 Item
  18  ̈

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents
  and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
  Exchange Act of 1934subsequent to the distribution of securities under
  a plan confirmed by a court.

NOT APPLICABLE

Currency and Exchange Rates

All monetary amounts contained in this Annual Report are,
  unless otherwise indicated, expressed in Canadian dollars. On May 31, 2003 the
  Bank of Canada noon rate for Canadian Dollars was US$1.00:Cdn$1.3695 (see Item
  3A for further historical Exchange Rate Information).

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TABLE OF CONTENTS

|        |                                                                              | PAGE | 
|------- | ---------------------------------------------------------------------------- | ---- | 
|        |                                                                              |      | 
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 1    | 
|        |                                                                              |      | 
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      | 1    | 
|        |                                                                              |      | 
|ITEM 3  | KEY INFORMATION                                                              | 1    | 
|        |                                                                              |      | 
|ITEM 4  | INFORMATION ON THE COMPANY                                                   | 6    | 
|        |                                                                              |      | 
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 14   | 
|        |                                                                              |      | 
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   | 20   | 
|        |                                                                              |      | 
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 26   | 
|        |                                                                              |      | 
|ITEM 8  | FINANCIAL INFORMATION                                                        | 29   | 
|        |                                                                              |      | 
|ITEM 9  | THE OFFER AND LISTING                                                        | 30   | 
|        |                                                                              |      | 
|ITEM 10 | ADDITIONAL INFORMATION                                                       | 31   | 
|        |                                                                              |      | 
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 45   | 
|        |                                                                              |      | 
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 45   | 
|        |                                                                              |      | 
|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 46   | 
|        |                                                                              |      | 
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 46   | 
|        |                                                                              |      | 
|ITEM 15 | [RESERVED]                                                                   | 46   | 
|        |                                                                              |      | 
|ITEM 16 | [RESERVED]                                                                   | 46   | 
|        |                                                                              |      | 
|ITEM 17 | FINANCIAL STATEMENTS                                                         | 46   | 
|        |                                                                              |      | 
|ITEM 18 | FINANCIAL STATEMENTS                                                         | 46   | 
|        |                                                                              |      | 
|ITEM 19 | EXHIBITS                                                                     | 46   | 

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PART1

ITEM 1IDENTITY OF DIRECTORS, SENIOR
  MANAGEMENT AND ADVISERS

Not applicable (this is an Annual Report only)

ITEM 2OFFER STATISTICS AND EXPECTED
  TIMETABLE

Not applicable (this is an Annual Report only)

ITEM 3KEY INFORMATION

A.    Selected Financial Data

The following constitutes selected financial data for Rockwell Ventures Inc. (the Registrant or Rockwell) for the last five fiscal years ended May 31, 2003, in Canadian dollars, presented in accordance with Canadian generally
accepted accounting principles (CDN GAAP) and United States generally accepted accounting principles (US GAAP).  See Item 17 for accompanying consolidated financial statements prepared in accordance with Canadian generally
accepted accounting principles for further details. Refer to note 11 to the consolidated financial statements included herein for a discussion of the material differences between CDN GAAP and US GAAP and their effect on Rockwells financial
position and results of operations.

|(Cdn$000s                     |            |         |            |   | As at May 31 |   |            |           |            |  
|------------------------------ | ---------- | ------- | ---------- | - | ------------ | - | ---------- | --------- | ---------- | -
|except per share amounts)      |            |         |            |   |              |   |            |           |            |  
|Balance Sheet Data (as at)     | 2003       |         | 2002       |   | 2001         |   | 2000       |           | 1999       |  
|                               |            |         |            |   |              |   |            |           |            |  
|Total assets (CDN GAAP)        | 197,548    |         | 714,746    |   | 1,125,987    |   | 2,234,728  |           | 1,183,664  |  
|Total assets (US GAAP)         | 150,691    |         | 675,089    |   | 1,079,130    |   | 1,081,276  |           | 418,790    |  
|Total liabilities              | 256,003    |         | 103,787    |   | 291,188      |   | 192,982    |           | 1,015,130  |  
|Share capital (CDN GAAP)       | 8,697,652  |         | 8,512,758  |   | 6,983,234    |   | 2,949,444  |           | 620,646    |  
|Share capital (US GAAP)        | 9,758,603  |         | 9,573,709  |   | 7,838,645    |   | 3,552,003  |           | 1,163,417  |  
|(Deficit) (CDN GAAP)           | (8,756,107 | )       | (7,901,799 | ) | (6,148,435   | ) | (907,698   | )         | (452,112   | )
|(Deficit) (US GAAP)            | (9,863,915 | )       | (9,002,407 | ) | (7,050,703   | ) | (2,663,709 | )         | (1,759,757 | )
|Net Assets (CDN GAAP)          | (58,455    | )       | 610,959    |   | 1,737,461    |   | 2,041,746  |           | 168,534    |  
|Net Assets (US GAAP)           | (105,312   | )       | 571,302    |   | 787,942      |   | 888,294    |           | (596,340   | )
|                               |            |         |            |   |              |   |            |           |            |  
|Statement of Operations Data   |            |         |            |   |              |   |            |           |            |  
|(year ended May 31)            | 2003       |         | 2002       |   | 2001         |   | 2000       |           | 1999       |  
|Revenues                       | $ Nil      |         | $ Nil      |   | $ Nil        |   | $ Nil      |           | $ Nil      |  
|Loss for the year(1)(CDN GAAP) |            | 854,308 |            |   | 1,753,364    |   |            | 4,134,142 |            |  
|Loss for the year(1)(US GAAP)  |            | 861,508 |            |   | 1,951,704    |   |            | 4,386,994 |            |  
|                               |            |         |            |   |              |   |            |           |            |  
|Loss per Share (CDN GAAP)      | $          | 0.02    |            | $ | 0.04         |   | $          | 0.11      |            | $
|Loss per Share (US GAAP)       | $          | 0.04    |            | $ | 0.04         |   | $          | 0.11      |            | $

Notes: 
  (1) Loss from continuing operations and loss for the year are the same for all
  periods presented.

No cash or other dividends have been declared.

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Except as otherwise indicated, all dollar amounts are stated
  in Canadian dollars, Rockwells functional and reporting currency. The
  following tables set out the exchange rates, based on the noon buying rates
  in New York City for cable transfers in foreign currencies as certified for
  customs purposes by the Bank of Canada, for the conversion of Canadian dollars
  into one United States dollar. The average exchange rates are based on the average
  of the exchange rates on the last day of the month in such periods. Also included
  are the high and low exchange rates for each month during the previous six months.

|Exchange Rates     |      |  | For year ended May 31 |  |      | 
|------------------ | ---- |  | --------------------- |  | ---- | 
|                   | 2003 |  | 2002                  |  | 2001 | 
|End of Period      | 1.37 |  | 1.53                  |  | 1.55 | 
|Average for Period | 1.53 |  | 1.57                  |  | 1.52 | 
|High for Period    | 1.60 |  | 1.61                  |  | 1.58 | 
|Low for Period     | 1.34 |  | 1.51                  |  | 1.46 | 

On September 30, 2003 the Bank of Canada noon rate for Canadian Dollars was US$1.00: Cdn$1.3504

B.    Capitalization and Indebtedness

Not applicable (this is an Annual Report only)

C.    Reasons for the Offer and Use of Proceeds

Not applicable (this is an Annual Report only)

D.Risk Factors

Historical Operating Losses And No Assurance Of Income

Rockwell is involved in the business of acquiring and exploring
  properties and it does not own a property which is in production or which produces
  income for Rockwell. Rockwell has, to date, no revenue from operations and a
  history of net losses resulting in an accumulated deficit of over $8.7 million
  at May 31, 2003. There can be no assurances that Rockwell will be successful
  in finding an economic ore body and therefore there can be no assurance that
  Rockwell will ever be able to record income resulting in profit.

No Known Deposit

Rockwells properties do not contain known reserves,
  and therefore, any program conducted on its properties would be exploratory
  in nature. Most exploration projects do not result in the discovery of commercially
  mineable deposits.

Insufficient Funds For Current Fiscal Year And Inability
  To Raise Additional Capital

Rockwell does not currently have sufficient funds to continue
  operations for the current fiscal year.

Exploration is a speculative business and a company may not
  be able to raise any funding subsequent to the capital previously raised. In
  order to keep the Ricardo Property in good standing, Rockwell is required to
  pay annual taxes and sustaining fees of the approximate amount of Cdn$100,000.
  Rockwell will have to pay such fees itself, until Rockwell can find a new party
  to option the Ricardo Property. There is no assurance that such funds can and
  will be raised.

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- 3 -

Any additional equity financing that Rockwell undertakes could
  be dilutive to existing shareholders, and any debt financing that Rockwell undertakes
  could involve restrictive covenants with respect to future capital raising activities
  and other financial and operational matters.

The financing of exploration stage mining ventures has become
  more difficult as the metal markets have weakened. There can be no assurance
  that adequate financing could be obtained on a timely basis or at all. Failure
  to obtain adequate financing could result in significant delays of exploration
  programs and substantial curtailment of operations, as Rockwells cash
  resources are currently not sufficient to continue operations at current levels.

Competitive State Of The Mining Industry

The mineral industry is intensely competitive, and Rockwell
  competes with other companies which have greater resources and are also searching
  for properties. As a result of this competition, Rockwell may be unable to acquire
  attractive properties on terms it considers acceptable.

Outside Factors Beyond The Control Of Rockwell

The marketability of any minerals acquired or discovered may
  be affected by numerous factors which are beyond its control and which cannot
  be accurately predicted, such as market fluctuations, the proximity and capacity
  of milling facilities, mineral markets and processing equipment, and such other
  factors as government regulations, including regulations relating to royalties,
  allowable production, importing and exporting of minerals, and environmental
  protection. As a result of these outside factors, even if Rockwell does find
  or acquire property that goes into production, there is no assurance that Rockwell
  will be able to market the minerals produced at a profit.

Mining Operations Generally Involve A High Degree Of
  Risk

Mining operations generally involve a high degree of risk.
  Hazards such as unusual or unexpected formations and other conditions are involved.
  Rockwell may become subject to liability for pollution, cave-ins or hazards
  against which it cannot, or it may elect not, to insure. The payment of such
  liabilities may have a material adverse effect on Rockwells financial
  position. Rockwell is not currently covered by liability insurance.

No Guarantee Of Title To Rockwells Properties

Although Rockwell has obtained the usual industry standard
  title reports with respect to its properties, this should not be construed as
  a guarantee of title. Properties may be subject to prior unregistered agreements
  or transfers, or native land claims, and title may be affected by undetected
  defects. Certain of the claims may be under dispute and resolutions of a dispute
  may result in the loss of all of such property or a reduction in Rockwells
  interest therein.

Surveys Have Not Been Performed On All The Claims

Not all of Rockwells properties have been surveyed and,
  accordingly, the precise location of the boundaries of the properties and ownership
  of mineral rights on specific tracts of land comprising the properties may be
  in doubt. It is therefore possible that if Rockwell discovers a mineral deposit
  near the boundary of one of its properties, such mineral deposit may end up
  being outside the boundary of its property and therefore not owned by Rockwell.

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Directors And Officers Serve On The Boards Of Other Exploration Companies

Some of the directors and officers are engaged, and will continue
  to be engaged, in the search for additional business opportunities on their
  own behalf and on behalf of other companies, and situations may arise where
  these directors and officers will be in direct competition with Rockwell. Conflicts,
  if any, will be dealt with in accordance with the relevant provisions of the
  Company Act (British Columbia). In order to avoid the possible conflict
  of interest which may arise between the directors duties to Rockwell and
  their duties to the other companies on whose boards they serve, the directors
  and officers of Rockwell have agreed that participation in other business ventures
  offered to the directors will be allocated between the various companies and
  on the basis of prudent business judgement and the relative financial abilities
  and needs of the companies to participate; no commissions or other extraordinary
  consideration will be paid to such directors and officers; and business opportunities
  formulated by or through the other companies in which the directors and officers
  are involved will not be offered to Rockwell except on the same or better terms
  as the basis on which they are offered to third party participants.

Political And Economic Uncertainties Of Operation In
  Foreign Countries

One of Rockwells material assets is located in Chile,
  and mineral exploration and mining activities may be affected in varying degrees
  by political stability and government regulations relating to the mining industry
  and foreign investors. Any changes in regulations or shifts in political conditions
  are beyond the control of Rockwell and may adversely affect its business. Operations
  may be affected in varying degrees by government regulations with respect to
  restrictions on production, repatriation of profits, price controls, export
  controls, income taxes, expropriations or property, environmental legislation
  and mine safety.

Absence Of Dividends

Rockwell has paid no dividends on its shares since incorporation
  and does not anticipate doing so in the foreseeable future.

Regulatory Requirements

Current or future operations of Rockwell, including exploration
  activities and commencement of production on its properties, require permits
  from various foreign, federal, state and local governmental authorities. Such
  operations are and will be governed by laws and regulations relating to environmental
  requirements, prospecting, mining production, export, taxes, labour standards,
  occupational safety, and other matters. Companies engaged in the operation of
  mines and related facilities generally experience increased costs and delays
  in production as a result of the need to comply with applicable laws, regulations,
  and permits.

Likely PFIC Status Has Consequences for U.S. Investors

Potential investors who are U.S. taxpayers should be aware
  that Rockwell expects to be a passive foreign investment company (PFIC)
  for the current fiscal year, and may also have been a PFIC in prior years, and
  may also be a PFIC in subsequent years. If Rockwell is a PFIC for any year during
  a U.S. taxpayers holding period, then such U.S. taxpayer generally will
  be required to treat any so-called excess distribution received
  on its common shares, or any gain realized upon a disposition of common shares,
  as ordinary income and to pay an interest charge on a portion of such distribution
  or gain, unless the taxpayer makes a qualified electing fund (QEF)
  election or a mark-to-market election with respect to the shares of Rockwell.
  In certain circumstances, the sum of the tax and the interest charge may exceed
  the amount of the excess distribution received, or the amount of proceeds of
  disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election
  generally must report on a current basis its share of Rockwells net capital
  gain and ordinary earnings for any year in which Rockwell is a PFIC, whether
  or not Rockwell distributes any amounts to its shareholders.

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Stock Deemed To Be A Penny Stock Which May Result In Decreased Liquidity

Because the market price for Rockwells shares is less
  than US$5.00, its securities are classified as penny stock. For
  transactions involving a penny stock, brokers or dealers are required to approve
  a previous account for penny stock transactions, which involves obtaining financial
  information concerning the investor and satisfying themselves that the investor
  has sufficient knowledge and experience to evaluate the risks associated with
  penny stock. The broker or dealer must also deliver certain information to investors
  in penny stock, including disclosure concerning the risks associated with penny
  stock, and must receive a written agreement from investors prior to the transactions.
  As a result of the penny stock restrictions, brokers or potential investors
  may be reluctant to trade in Rockwells securities, which may result in
  less liquidity for Rockwells stock.

Significant Potential Equity Dilution

At September 30, 2003, Rockwell has a significant number of
  share purchase options (240,000) and warrants (3,537,125), which will likely
  act as an upside damper on the trading range of Rockwells shares. As a
  consequence of the passage of time since the date of their original sale and
  issuance, no shares of Rockwell remain subject to any hold period restrictions
  in Canada or the United States as of September 30, 2003. The unrestricted resale
  of outstanding shares from the exercise of dilutive securities may have a depressing
  effect on the market for Rockwells shares. Dilutive securities represent
  approximately 4% of Rockwells currently issued shares.

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ITEM 4INFORMATION ON THE COMPANY

SUMMARY

A.    History and Development of Rockwell

|1. | The legal name of the company,
        which is the subject of this Annual Report on Form 20-F, is Rockwell
        Ventures Inc. (herein Rockwell, the Registrant
        or the Company).                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Rockwell was incorporated
        under the Company Act(British Columbia), Canada on November 10,
        1988 under the name "Annabel Gold Mines Inc."                                                                                                                                                                                                 
|3. | The Company changed its
        name to "Carissa Mining Corporation" on January 24, 1994. On October 26,
        1995, the Company changed its name to "Rockwell Ventures Inc.", consolidated
        its share capital on the basis of five shares to one and subsequently
        increased its authorized share capital to 200,000,000 Common Shares.
|4. | The principal business events
        of Rockwells history are:                                                                                                                                                                                                                                                                                        
|   | (i)                                                                                                                                                                                                                                                                                                                                                     
|   | (ii)                                                                                                                                                                                                                                                                                                                                                    
|   | (iii)                                                                                                                                                                                                                                                                                                                                                   
|   | (iv)                                                                                                                                                                                                                                                                                                                                                    

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|   |                                                                                                                                                    | The Company terminated its option after exploration
        results were not encouraging enough to warrant the high earn-in requirements
        and substantial property maintenance costs.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Rockwells principal
        capital expenditures and material divestitures over the three fiscal years
        ended May 31, 2003 are as follows:

|Year                                           | ExplorationExpenditures | Mineral PropertyAcquisitions
|---------------------------------------------- | ----------------------- | ----------------------------
|(i) Amounts Deferred (capitalized or invested) |                         |                             
|2003                                           | nil                     | nil                         
|2002                                           | nil                     | nil                         
|2001                                           | nil                     | nil                         
|(ii) Amounts Expensed as Exploration Expenses  |                         |                             
|2003                                           | $ 482,256               | nil                         
|2002                                           | $ 1,221,271             | nil                         
|2001                                           | $ 3,117,512             | nil                         

|6. | The principal capital expenditures by property currently
        anticipated for the ensuing year, subject to finance ability from existing
        cash reserves and other sources of equity financing, are as follows:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|        | Exploration Expenditures
|------- | ------------------------
|Ricardo | $ 250,000               

B.    Business Overview

Ricardo Property

Rockwells Ricardo Property is located along the West
  Fissure fault in Chile. Large copper deposits have been discovered by other
  companies to the north and south of the Ricardo Property along the West Fissure
  fault. Although exploration on the Ricardo Property to date has not identified
  a deposit containing economic mineralization, Rockwells management remains
  optimistic that, given its location, the Ricardo Property represents a property
  that warrants further exploration.

C.    Organizational Structure

Rockwell is based in British Columbia, Canada. Rockwell intends
  on operating on the Ricardo Property in Chile through its wholly owned subsidiary
  Minera Ricardo Resources Inc. S.A. (Ricardo). Rockwell formerly
  operated in Brazil through a series of subsidiaries, which are now inactive
  since Rockwell no longer has a property interest in Brazil. During the year,
  Rockwell had the following subsidiaries:

| | a) | Minera Ricardo Resources Inc. S.A., an exploration-stage
        company organized pursuant to the laws of Chile, of which the Company
        owns a direct 99.9% partnership interest; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 8 -

| | b) | 549949 BC Ltd., a wholly owned subsidiary incorporated under the laws
      of British Columbia which holds a 0.1% partnership interest in Ricardo.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------

Rockwell does not have any operating revenue. The resource
  extraction business has historically been cyclical and the prices received for
  copper, nickel and cobalt have been volatile. The mining business operates in
  a worldwide market, and prices are derived from relatively pure market forces,
  so competition to sell any metals or concentrates produced is not an issue if
  metals prices warrant production.

D.    Property, Plants and Equipment

Rockwell has no plant or equipment located on any of its properties.

Glossary     In this Annual Report
  on Form 20-F, the following terms have the meanings set forth herein:

A.    Geological Terms

| | Induced Polarization | A geophysical feature, which is considered to be
        different in (IP) Anomaly appearance from the typical survey results (background)
        when tested for levels of electro-conductivity. An IP anomaly may be indicative
        of potential mineralization.
| | -------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Mineral Symbols      | Au  Gold; Cu  Copper; Co  Cobalt;
        Cr  Chromium; Pt  Platinum; Pd  Palladium; Ni 
        Nickel; Mg  Magnesium                                                                                                                                         
| | Porphyry             | An igneous rock containing conspicuous crystals or
        phenocrysts in a fine-grained groundmass; also a type of mineral deposit
        in which ore minerals are widely disseminated, generally of low grade
        but large tonnage                            
| | Sulphide             | A compound of sulphur with another element, typically
        a metallic element or compound.                                                                                                                                                                          

B.    Measurement

Conversion of metric units into imperial equivalents is as
  follows:

|Metric Units | Multiply by | Imperial Units            
|------------ | ----------- | --------------------------
|hectares     | 2.471       | = acres                   
|metres       | 3.281       | = feet                    
|kilometres   | 0.621       | = miles (5,280 feet)      
|grams        | 0.032       | = ounces (troy)           
|tonnes       | 1.102       | = tons (short) (2,000 lbs)
|grams/tonne  | 0.029       | = ounces (troy)/ton       

Ricardo Property

On March 2, 1998, Rockwell received final approval from the
  TSX Venture Exchange to exchange 100% of the issued and outstanding shares of
  Minera Ricardo Resources Inc. S.A. (Ricardo), for 22,400,000

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- 9 -

shares of Rockwell. Ricardo is the owner of 66 exploration
  and exploitation mining concessions covering an area of approximately 183 square
  km immediately south of the City of Calama, Chile (the Ricardo Property).

The Ricardo Property was purchased from Mesquite Resources
  LLC. Ricardo is the legal owner of the exploration and exploitation concessions
  comprising the Ricardo Property. Pursuant to Chilean mining law the grant of
  mining concessions provides the holder with the rights to the mineral substances
  within a concession but not the surface rights. Concession holders are initially
  granted exploration concessions having a two-year term and are required to pay
  annual taxes to keep the concession in good standing. Subject to being able
  to apply to have one-half of an exploration concession renewed for a further
  two years an exploration concession holder must, prior to the end of the initial
  two year term, apply to convert the exploration concession to an exploitation
  concession and as part of such process cause the concession to be surveyed.
  Exploration concessions and exploitation concessions are subject to forfeiture
  in the event the holder fails to pay annual taxes. Rockwell has received a legal
  opinion from Chilean legal counsel confirming that Ricardo has good title to
  the Ricardo Property.

Chile  Economic and Political Climate

The following discussion represents managements understanding
  based on discussions with its personnel and consultants in Chile. In 1989 Chile
  completed the transition from a military government to democracy with Christian
  Democrat Party leader Patricio Alwyn taking office as President in March 1990
  after winning a majority in nationwide elections held in December 1989. A second
  democratic election held in December 1993 resulted in the government led by
  President Eduardo Frei. In March 2000, Ricardo Lagos was elected as President
  of Chile.

Mining has historically been a significant factor in the Chilean
  economy. Given the history of mining in the Country, management believes that
  Chile has the infrastructure and trained personnel required for modern mining
  operations.

Management believes that the labor situation in Chile is currently
  relatively stable, with a low incidence of strike action, particularly in the
  private sector.

There are currently no significant restrictions on the repatriation
  from Chile of earnings to foreign entities. Foreign entities have the right
  to repatriate from Chile their earnings after payment of all Chilean tax, including
  a tax on the amount of earnings distributed to foreign persons by way of a dividend.
  Chile does not currently have a tax treaty with the United States.

There can be no assurance that the current economic and political
  stability in Chile will continue throughout the period in which Rockwell is
  looking to explore the Ricardo Property or that government regulations will
  not be changed in a way that will adversely affect the Companys operations
  in the country.

Previous Work, Geological Report

The Ricardo Property is the subject matter of a review report
  prepared by G. Arthur Barber of 5800 Morning Glory Lane, Littleton, Colorado
  80123-2708 (the Barber Report) dated October 1997. Mr. Barber is
  an independent geologist. The descriptions, which follow in this section concerning
  the Ricardo property, have been extracted from the Barber Report that is not
  appended hereto but is available upon request made to Rockwell.

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- 10 -

Location and Access

The Ricardo mineral property is located immediately south
  of the City of Calama, Chile at elevations of 2,400 to 2,600 m. The area is
  accessed by Highway 25 from the port city of Antofagasta, located 205 km to
  the southwest.

Minera Ricardo Resources Inc. S.A., is a privately held Chilean
  exploration-stage company that controls exploration and exploitation concessions
  covering an area of approximately 16,400 hectares (63 square miles).

The Corporación Nacional del Cobre de Chile ("Codelco"),
  the Chilean national copper company, is currently erecting housing and other
  infrastructure, as part of a relocation of its workers for its Chuquicamata
  project, in certain areas of the Ricardo Property. The Company believes this
  construction usurps the Company's constitutional mining rights. Accordingly,
  in order to preserve access to its mineral concessions, in November 2002 the
  Company applied for several easements on its Ricardo Property, and an injunction
  to prevent Codelco from further developing its construction project over the
  Company's mining rights. These matters are before the law courts of Chile.

Exploration Programs to Date

In 1988 Dr. Richard C. Baker and Jay E. Fuller acquired control
  of the Ricardo Property and a series of geological and geophysical programs,
  including limited drilling, were subsequently carried out on the property.

In July-December, 1991, Codelco drilled 10 vertical rotary
  holes and one vertical diamond drill hole in the western portion of the Ricardo
  concession area. Total depths of the 11 drill holes ranged from 167 to 606 m.
  Five of the holes of the program failed to penetrate bedrock. Spot core and
  rotary hole samples of alluvial material contained erratic anomalous copper
  and zinc values.

The six holes that reportedly drilled into bedrock at depths
  of 202 to 463 m encountered biotite schist, dacitic tuffs and breccias, and
  andesites. Summaries of geologic logs report abundant pyrite and traces of chalcopyrite
  (copper sulphide) within the biotite schist in the bottom 80 m of RRD-2, and
  spotty weak copper and zinc values in volcanic units in other drill holes. RRD-10
  contained intense propylitic alteration (change to mineral assemblage
  including calcite, pyrite and iron oxides) of andesite and dacite lavas
  and tuffs and some pyrite in the bottom 202 m of its 404 m total depth. It was
  concluded that the hole had possibly penetrated an outer alteration/mineralization
  zone.

In February 1992, Codelco terminated its agreement with Ricardo.

Freeport McMoRan Copper Company (Freeport) executed
  an Option to Purchase Agreement with Ricardo in 1992 and commenced a drilling
  program in early 1993. During the period January 1993 through May 1994, a total
  of 5,095 m were drilled in one diamond core and 13 rotary holes with spot coring.
  All holes were located to the east of the Dona Inez and Codelco drill sites.
  This area was selected to test Freeports concept of mineralized deposits
  being offset to the northeast by right-lateral faults subsequent to left-lateral
  movement along the West Fissure. Copper mineralization observed in northeast-trending
  fault zones was considered further evidence of post-mineral movement along these
  structures.

Six of the 11 Freeport holes that may have been drilled to
  bedrock encountered steep fault zones at their bottoms. Two of the other five
  holes were logged as having drilled into barren bedrock. All holes penetrated
  variable thicknesses of alluvium commonly underlain by conglomerates. Bedrock
  was logged as rhyolite tuff, altered granite, aplite porphyry, coarse-grained
  porphyry, and biotite schist (a metamorphic rocks with

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- 11 -

an appreciable amount of dark mica). Subsequent studies conclude
  that a series of post-mineral volcanic units may exist within and under the
  gravels, and that reported bedrock may actually be one or more of
  the late volcanics.

A number of Freeport drill hole samples contained anomalous
  copper and zinc values. These occurred in samples of rhyolite tuff, aplite porphyry,
  granite and altered porphyry and, in rare instances, overlying conglomerate
  fragments.

Detailed descriptions of Freeport drill hole RF-6 refers to
  bedrock as consisting of leached capping composed of sheared,
  oxidized and leached, intensely altered, coarse-grained porphyry as evidenced
  by rotary hole cuttings commencing at 138 m and continuing to about 428 m. This
  is an impressive thickness of alteration, although the fragments may be extraneous
  material within a thick section of fault gouge penetrated by the drill hole.
  If the cuttings are truly representative of bedrock, the area obviously warrants
  additional drilling. It is also significant that the relatively shallow bedrock
  surface in RF-6 (138m) may indicate a buried topographic high related to a leached,
  and possibly mineralized, porphyry body.

Freeport contracted two geophysical studies in 1993 including
  compilation of a composite gravity map. The gravity study report describes a
  major graben structure (a depressed elongate block bounded by faults) striking
  northwest-southeast immediately north of the Ricardo mineral holdings. The southeast
  margin of the buried graben reportedly consists of an extremely complex
  structural pattern. This interpretation also postulated two, possibly
  three, ridge-like horsts (an uplifted elongate block bounded by faults) extending
  north towards the deep basin from the Ricardo property area. These may
  refer to topographic highs represented by the shallower bedrock assumed to have
  been penetrated in Freeport drill holes.

Gravity, magnetic and very low frequency-electromagnetic (VLF-EM)
  geophysical surveys conducted on the property in July, 1993 were designed to
  delineate structural trends and to identify areas of shallow bedrock occurrences
  on the Ricardo property. The summary report concludes that the surveys indicate:

- A structurally complex region
- Triangular-shaped area representing shallow (within 150 m) bedrock
- Variety of buried rock types

In 1995, owners of the property negotiated an exploration
  agreement with International Nickel Company Limited (INCO) who drilled
  a total of 12 holes in two stages during its evaluation.

The first six holes drilled by INCO consisted of four, reverse-circulation
  rotary drill holes targeting gravity highs to the southwest, and two holes in
  the area drilled by Freeport in the eastern portion of the property. The holes
  ranged in depth from 268 to 448 m. The two holes in the area previously drilled
  by Freeport reportedly contained pyrite and tourmaline-bearing vein fragments,
  and one hole to the southwest cut tourmaline (dark colored prismatic mafic
  mineral)-sericite (white mica) assemblages. It is assumed that these mineral
  occurrences were in fragments from alluvium or conglomerate since none of the
  holes penetrated bedrock.

The second phase of the INCO drilling program also consisted
  of six holes, five angled and one vertical combinations of rotary drilling above
  bedrock and claystone/limestone sediments, and coring below. All six were drilled
  approximately two to three km east of Calama to test irregular areas of
  high resistivity. Four of the holes penetrated faulted andesitic volcanics,
  one hole intersected a short section of monzonite, and the sixth hole encountered
  clay-altered granite cut by quartz veins. A sample of the upper portion of the
  granite section contained a high molybdenum/copper ratio.

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- 12 -

INCO contracted induced polarization (IP) and
  continuous magnetotelluric surveys to be conducted on the Ricardo property during
  the term of its exploration agreement. The IP survey, consisting of 16.2 line
  km, encountered difficulties with highly conductive overburden and caliche (gravel,
  soil and alluvium cemented with sodium salts). However, the contractor concluded
  that the survey successfully:

- located the West Fissure zone in all survey models
- distinguished between false anomalies caused by gravels from true anomalies
- identified areas of underlying dacitic tuffs
- correlated a phase anomaly with pyrite/Chalcopyrite penetrated in a drill
    hole
- detected a very interesting IP anomaly in the south-central portion
    of the
- property at a depth of 300 to 600 m

The caliche cover also complicated a continuous magnetotelluric
  survey, consisting of 59.1 line km and carried out over the area east-southeast
  of Calama. However, the contractor concluded that the survey successfully determined
  the thickness of the gravels and detected extensions of the West Fissure.

INCO did not follow up any of the encouraging geophysical
  results with drilling as it terminated the agreement with Ricardo in 1996.

Drill hole cuttings and cores produced during the four exploration
  programs are stored for review and sampling at a warehouse facility in Calama.
  A number of sample pulps have been retained and are available for check assaying.

Conclusions

The following conclusions are reached in the Barber Report
  based on data, references, and discussions with parties involved in the evaluation
  of the Ricardo property:

- The scientific merit of the basic geologic concept upon
      which exploration has been performed on the Ricardo property to date continues
      to be sound and justifies further evaluation.
- Drilling conducted by Dona Inez, Codelco, Freeport, and
      INCO provided limited exploration data due to difficulties in penetrating
      alluvium, conglomerate, and fault zones; sample recovery was overall poor,
      some cuttings were contaminated with fragments from upper portions of holes,
      and few bedrock cores were obtained.
- A number of the 48 holes were stopped prior to providing
      maximum downhole information because of drilling difficulties, assumed penetration
      of bedrock, or arbitrary decisions to cease drilling. Failure to recognize
      the possibility that material recovered from a hole was from alluvial boulders
      rather than from bedrock may have resulted in incorrect conclusions regarding
      depth to and nature of bedrock.
- Exploration targets on the Ricardo mineral holdings will
      continue to be elusive and possibly deep due to thickness of post-mineral
      cover and the structural complexity of the region; discovery and delineation
      of an economic mineralized body will require vertical and angle drilling
      including extensive coring to obtain rock specimens and sample material;
      future programs should be prepared to drill holes to depths of over 1000
      m which exceeds the depth of any holes to date.

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- 13 -

- INCO terminated its agreement on the property prior
      to investigating anomalies generated by geophysical surveys; untested anomalies
      should be further defined as data from the gravity, induced polarization,
      and magnetic surveys may identify attractive targets justifying drilling.

Recommended Work Program

The Barber Report recommends a first phase of a continued
  evaluation of the Ricardo property consisting of the following pre-drilling
  activities at the noted estimated costs:

|Additional geologic mapping, relogging and resampling    |                     | 
|-------------------------------------------------------- | ------------------- | 
|of drill hole cuttings and cores, age dating of rock     |                     | 
|units to refine
      geologic interpretations           | U.S.$
      90,000  | 
|                                                         |                     | 
|Review and reinterpret existing geophysical survey       |                     | 
|data, particularly anomalous readings                    | 20,000              | 
|                                                         |                     | 
|Contract additional airborne and/or ground geophysical   |                     | 
|surveys to confirm subsurface structural interpretations |                     | 
|and detect mineral concentrations                        | 40,000              | 
|                                                         |                     | 
|Establish enzyme leach sample grid, collect samples      |                     | 
|from alluvial areas to detect buried oxidizing           |                     | 
|sulfide-bearing bodies                                   | 50,000              | 
|                                                         |                     | 
|Analyze data accumulated from geologic, geophysical,     |                     | 
|and geochemical
      studies                            | 20,000              | 
|                                                         |                     | 
|Total Pre-Drilling
      Expense                         | U.S.$
      220,000 | 

In February 2000, the Company entered into a letter of intent
  (the Letter of Intent) for an option to purchase agreement (the
  Option to Purchase Agreement) on its Ricardo Property with Empresa
  Minera de Mantos Blancos S.A. (Mantos Blancos), a subsidiary of
  Anglo-American PLC, and Ricardo, a wholly owned subsidiary of Rockwell Ventures
  Inc. The Letter of Intent was superseded by a formal Option to Purchase Agreement
  dated March 8, 2000 (the Option to Purchase Agreement). The terms
  of the Option to Purchase Agreement called for Mantos Blancos to pay up to US$7
  million over a five year period and a 1.5% NSR if the property was put into
  production. In addition, up to US$5 million had to be spent by Mantos Blancos
  during the five-year period on exploration and property development. Mantos
  Blancos also agreed to pay all sustaining fees and taxes related to the Ricardo
  Property starting in March 2000, and for the duration of the Option to Purchase
  Agreement, subject to a 90-day termination clause.

Although the Barber Report provided certain recommendations
  for activities to be carried out in respect to the Ricardo Property, when Mantos
  Blancos had an option on the Ricardo Property their technical personnel had
  their own opinions as to how to best proceed with exploration of the Ricardo
  Property. Consequently, the work program by Barber has not been fully completed.

In July 2000, Mantos Blancos terminated its Option to Purchase
  Agreement on the Ricardo Property after having completed a 16-drill hole program
  on a small section of the Property to depths of up to 250 m.

The Company has been maintaining the Ricardo Property in good
  standing and is continuing to seek another joint venture partner.

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ITEM 5OPERATING AND FINANCIAL REVIEW
  AND PROSPECTS

Overview

In management's opinion, given that the nature of Rockwell's
  business consists of the exploration of properties, meaningful financial information
  consists primarily of Rockwell's liquidity and solvency. The results of operations
  are primarily measured by the extent and quality of mineralization discovered,
  compared with the costs of achieving such discoveries. Estimates of the value
  of the mineralization discovered on Rockwells properties are not contained
  in Rockwells financial statements. The amount of Rockwells administrative
  expenditures is generally related to the level of financing and exploration
  activities, which in turn, are usually the product of Rockwells recent
  exploration successes or failures, as well as the general economic conditions
  relating to the availability of funding for exploration-stage companies.

Rockwell's sources of capital are primarily comprised of individual
  investors and exploration investment groups. There can be no assurance that
  Rockwell's future capital requirements can be met in the long term. Rockwell's
  access to capital sources is dependant upon general financial market conditions,
  especially those that pertain to venture capital situations such as mineral
  exploration.

The financing of exploration stage mining ventures has become
  more difficult as the metal markets have weakened. There can be no assurance
  that adequate financing will be obtained on a timely basis or at all. Failure
  to obtain adequate financing could result in significant delays of exploration
  programs and a substantial curtailment of operations, as Rockwell's cash resources
  are currently not sufficient to continue operations at current levels, although
  administrative expenses have been reduced.

Operating Results  Fiscal 2003 Compared with Fiscal
  2002

The Companys operating loss for the year is $854,308,
  as compared to $1,753,364 in fiscal 2002. Expenses for the year totaled $848,012,
  a decrease from the $1,785,321 the Company spent in fiscal 2002 when exploration
  activities were underway for most of the year at the Haut Plateau property,
  located in Quebec, Canada.

The main expenditures in fiscal 2003 were on exploration and
  salaries and benefits. Both of these decreased from the previous year. Two areas
  where expenditures increased were shareholder communications (2003 - $55,519;
  2002 - $32,013) and conference and travel (2003 - $34,125; 2002 - $33,883),
  associated with shareholder communication efforts on the Haut Plateau property
  early in the fiscal year, and travel to Chile to deal with legal and operational
  issues related to the Ricardo property.

Of the fiscal 2003 exploration expenditures, $220,340 was
  spent on the Haut Plateau property and $261,916 was spent on the Ricardo property.
  Exploration costs for the Ricardo Property were for property fees ($115,987)
  and site expenses, mainly related to maintaining the office in Chile and legal
  fees related to easement applications and other legal issues (site activities
  to date - $180,074). During the third quarter, the Company received a $40,104
  payment related to a right-of-way, which was recorded as income on the schedule
  of exploration expenses (note 7). The costs at Haut Plateau were mainly geological
  wages ($139,440) for technical staff for ongoing supervision and communication
  with Falconbridge regarding the project over the course of the 2002 calendar
  year, but which was billed by HDI in the fourth quarter.

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- 15 -

Related Party Transactions  Fiscal 2003

Hunter Dickinson Inc. (HDI) of Vancouver, British
  Columbia carries out geological, corporate development, investor services, administrative
  and management activities, and incurs third party expenses on behalf of the
  Company on a full cost-recovery basis. In fiscal 2003, Rockwell paid HDI $392,378,
  as compared to $490,291 in fiscal 2002. During the same period, Rockwell reimbursed
  Hunter Dickinson Group Inc. $19,375, as compared to $175,250 in fiscal 2002.
  The Company currently has accounts payable to HDI of $244,914.

Euro-American Capital Corp., a company controlled by a director
  of the Company, provided management and advisory services to the Company amounting
  to $43,727 during the fiscal year as compared to $25,352 in fiscal 2002. Also
  in fiscal 2003, Gordon J. Fretwell Law Corporation, a private company controlled
  by a director of the Company, provided legal services to the Company amounting
  to $7,026, as compared to $46,379 in the previous year.

Operating Results  Fiscal 2002 Compared with Fiscal
  2001

During the year ended May 31, 2002, Rockwell changed its method
  of accounting for mineral property exploration costs from deferred expenditures,
  pending a decision as to the commercial viability of a property, to expense
  such costs until the completion of a feasibility study. This change has been
  applied retroactively with restatement of all prior years presented.

Rockwells operating loss for the 2002 fiscal year is
  $1,753,364 compared to a loss of $4,134,142 in fiscal 2001.

Overall expenses for the 2002 fiscal year decreased from fiscal
  2001; $1,785,321 was spent in fiscal 2002 compared to $4,087,596 in fiscal 2001.
  The difference is mainly attributable to lower exploration costs over the year
  (2002 - $1,221,271; 2001 - $3,117,512). The main administrative expenditures
  for the year were office and administration (2002  $345,643; 2001 
  $517,938) and legal and audit (2002  $131,407; 2001  $275,016).

Of the exploration expenditures in fiscal 2002, $902,291 was
  spent on the Haut Plateau property, $244,852 on the Ricardo property and $74,128
  on the Pedra Branca property. Rockwell carried out exploration on Pedra Branca,
  located in Brazil, in fiscal 2001 but has since relinquished its option on the
  Property. The fiscal 2002 costs were to finalize the exploration program (assays
  and analyses, geological, travel), and to shut down the field office in Brazil
  (site activities  $47,914).

Exploration costs for the Ricardo Property were for site expenses,
  mainly related to maintaining the office in Chile (site activities - $104,439),
  taxes and property maintenance costs (property fees/assessments - $110,066)
  and making preparations to conduct geophysical surveys and test drilling for
  water on the property (engineering - $23,502).

Expenditures on the Haut Plateau Property have mainly been
  for drilling ($292,046) and geological wages ($304,734). In March and April,
  1,771 m of drilling were completed, in seven new holes and an extension to one
  hole drilled in 2001. In addition, an airborne geophysical survey was flown
  in May 2002. The geological are for planning and supervising the drilling program,
  logging the core on site, writing technical reports, and for ongoing discussions
  on geophysical survey. Analytical costs of $36,137 were incurred for samples
  from the drilling program. Helicopters were used to transport personnel to and
  from site, and to move the drill from the staging point on the access road and
  between drill sites, at a cost of $97,783. Travel expenditures ($24,724) are
  associated with completion of a site visit for the independent technical report
  in the second quarter, and travel costs for personnel involved in the drilling

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- 16 -

program. Site activities costs ($34,437) are associated with
  ploughing of access roads and preparations at site for the drill program. Property
  fees and assessments ($76,367) include costs to acquire additional claims, and
  to prepare and file assessment reports.

Operating Results  Fiscal 2001 Compared with Fiscal
  2000

Rockwell capitalizes and defers costs related to its mineral
  properties until they are placed either into production, sold or abandoned.
  Costs of a periodic or administrative nature are expensed as incurred and determine
  the amount of the net loss per share.

Rockwells operating loss for the year ended May 31,
  2001 is $4,338,075. This is an increase from the two previous years, and is
  due to expenditures on exploration programs at the Pedra Branca property in
  Brazil. Rockwell spent an aggregate of $3,061,404 on exploration at Pedra Branca,
  which has been expensed as a result of the decisions to relinquish the existing
  option on the property.

Office, administration and support staff ($517,938 
  2001; $86,096  2000) and Legal, Accounting and Audit ($275,016 
  2001; $130,830  2000) costs increased due to property acquisition, raising
  capital and accounting activities for the Pedra Branca property. Travel and
  Conference costs also increased ($116,460  2001; $20,280  2000),
  and were mainly related to a visit to the Pedra Branca site by investment analysts
  in late 2000.

Exploration expenses of $2,968,619 were incurred during the
  year ending May 31, 2001, compared to $475,097 spent in the previous year. Of
  this total, $2,749,844 was spent on the Pedra Branca property (2000 - $311,560)
  and $218,775 on the Ricardo Property (2000  $163,537).

Exploration expenses for Ricardo for the year were mainly
  related to geological work (2001 $129,753; 2000  $44,541), for monitoring
  and assessing results from the exploration program by Mantos, and to monitoring
  and paying property fees and assessments (2001 - $76,220; 2000 - $23,696).

The highest exploration expenditure for Pedra Branca was geological
  wages (2001 - $1,264,841; 2000 - $170,615) for planning, executing and reporting
  on geological mapping, geochemical sampling and drilling programs. Associated
  with this, there were expenditures on assays and analyses (2001 - $331,760;
  2000 - $11,759) of soil and rock geochemical samples and drill core samples,
  and on site activities (2001 - $325,875; 2000 - $67,936) for camp support and
  drill site preparation.

Exploration expenses for the Pedra Branca property decreased
  in the fourth quarter to $1,045,226 from $1,131,983 in the previous quarter.
  The decrease in geological costs from $605,211 to $358,239 in the quarter, partially
  offset by increases in drilling and assays and analyses expenses, accounts for
  the difference between the two quarters, and reflects the end of the field exploration
  program.

B.    Liquidity and Capital Resources

Overview

Historically, Rockwells sole source of funding was the
  sale of equity securities for cash primarily through private placements to sophisticated
  investors and institutions. Rockwell has issued common share capital in the
  past three years pursuant to private placement financings. Rockwell has no assurance
  of continued access to significant equity funding.

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- 17 -

Fiscal 2003 Compared with Fiscal 2002

At May 31, 2003, Rockwell had a working capital deficiency
  of $134,247, as compared to a positive working capital position of $77,155 at
  the end of the previous quarter. The Company had 55,199,275 common shares issued
  and outstanding at the end of the third quarter of fiscal 2003. At the Companys
  annual general meeting held in November 2002, shareholder approved an increase
  in the authorized share capital from 100,000,000 to 200,000,000 common shares
  without par value.

One of the Companys current assets is a $70,000 reclamation
  deposit that is held in trust, pursuant to an agreement with Falconbridge Limited
  (Falconbridge) on the Haut Plateau property. The Company terminated
  its option on the Haut Plateau property during the second quarter of fiscal
  2003, and commenced the process to have the deposit released. Subsequent to
  the year-end, on June 11, 2003, this deposit was returned to the Company.

At May 31, 2003, the Company is committed to incur, on a best-efforts
  basis, $196,721 in qualifying Canadian exploration expenditures pursuant to
  a flow-through private equity placement.

Management estimates that approximately $600,000 will be needed
  to maintain its corporate status and assets over the ensuing 12-month period,
  excluding property activities. Management recognizes that Rockwell must generate
  additional resources for Rockwells operations and exploration activities
  to continue. If the Company is not successful in obtaining such financing, it
  will need to curtail its operations.

The Company will endeavor to negotiate a funding arrangement,
  in the form of an equity purchase, joint venture, loan or some combination thereof,
  which may be supplemented by a public or private share offering to existing
  or new shareholders. There can be no certainty as to the outcome of this arrangement.

Fiscal 2002 Compared with Fiscal 2001

In January 2002, Rockwell completed a private placement financing
  of 6,398,000 flow-through units, each flow-through unit consisting of one flow-through
  common share and one non flow-through share purchase unit. Each unit enables
  the purchaser to purchase one common share at $0.16 until January 4, 2003. Rockwell
  also placed 147,500 non flow-through units at $0.16 per unit, each with a share
  purchase warrant exercisable into a common share at $0.16 until July 4, 2003.
  The shares issued on the financing and pursuant to exercise of the warrant were
  subject to a hold period until May 4, 2002. Proceeds of the financing net of
  costs were $979,407.

The Haut Plateau option was acquired under a mineral properties
  transfer agreement (MPTA), as part of a properties reorganization
  with Amarc Resources Ltd. and Hunter Dickinson Group Inc. announced on November
  27, 2001 and completed December 31, 2001. Pursuant to the MPTA, Rockwell will
  have the right to operate and, at its option, acquire a 60% participating joint
  venture interest in the Haut Plateau property by incurring $10 million in staged
  exploration expenditures by April 30, 2006. The first $1 million of expenditures
  is to be expended by April 30, 2002. Upon Rockwell earning a 60% interest, a
  joint venture will be formed with each party paying its proportionate share
  of exploration expenses. Falconbridge has a back-in right to convert its 40%
  interest to a 60% interest by completing and funding a positive bankable feasibility
  study and arranging the debt financing and requisite completion guarantees for
  development of a mine. In accordance with the property reorganization agreement,
  Rockwell received the first tranche of share purchase warrants from Amarc in
  the third quarter, exercisable until December 31, 2003 at $1.00 per share. The
  shares issued on exercise of the warrants were subject to a hold period to May
  1, 2002.

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- 18 -

In April 2002, Rockwell completed a private placement financing
  issuing 3,843,750 shares. The financing included 1,343,750 flow-through and
  2,500,000 non flow-through units at a price of $0.16 per Unit. Each Unit comprises
  one common share and one share purchase warrant exerciseable to purchase one
  additional share at a price of $0.16, for an additional eighteen month period
  for the non flow-through units and a twelve month period for the flow-through
  units from the date of issuance. The flow-through unit consists of one flow-through
  common share and one non flow-through warrant. The financing was subject to
  placement fees in accordance with TSX Venture Exchange policies, and raised
  $550,117 net of all costs.

In fiscal 2002, Rockwell completed two private placement financings
  for total net proceeds of $1,529,524. These net proceeds, plus working capital
  on hand, were planned for exploration programs at the Haut Plateau property
  and support costs. Most exploration costs were incurred in the fourth quarter,
  including drilling in March and April, and geophysics in May 2002. The planned
  costs and actual expenditures are tabulated below:

Financings and Expenditures

|                                                         | Proposed |           | Actual |  
|-------------------------------------------------------- | -------- | --------- | ------ | -
|Haut Plateau Exploration  4,600 m drilling & geophysics |          | 900,000   |        |  
|Administrative expenses for one year                     |          | 600,000   |        |  
|Reserved for Working Capital                             |          | 300,000   |        |  
|Total use of funds                                       | $        | 1,800,000 |        | $

Additional expenditures, totalling $318,980, were incurred
  on the Ricardo, Chile and Pedra Branca, Brazil properties leading to a reduction
  in working capital.

At May 31, 2002, the Company had working capital of $494,102,
  as compared to $787,942 at the end of fiscal 2001. Also at the end of fiscal
  2002, there were 54,162,150 outstanding common shares.

Subsequent to the end of fiscal 2002, in August 2002, Rockwell
  received regulatory approval and completed a private placement financing by
  issuing 1,037,125 Units with net proceeds of $190,815; each Unit comprised one
  common share and a 16-month share purchase warrant. The price of each Unit is
  $0.20 and the exercise price of each warrant is $0.22. The warrant term is subject
  to an accelerated expiry of 45 days in the event that Rockwells common
  shares trade at $0.33 for at least ten consecutive trading days, before the
  16-month expiry date but after the four-month hold period applicable to the
  Units under Canadian Securities resale rules.

Rockwell estimates the cost of maintaining its corporate administrative
  activities at approximately $50,000 per month. Accordingly, approximately $1.2
  million will be needed to maintain its corporate status and assets over the
  ensuing two-year period excluding property activities. Management recognizes
  that the Company must generate additional resources for the Companys operations
  and exploration activities to continue. If the Company is not successful in
  obtaining such financing, it will be required to curtail operations.

Fiscal 2001 Compared with Fiscal 2000

At May 31, 2001, Rockwell had a working capital position of
  $787,942 and 43,772,900 outstanding shares.

In early January 2001, a $2,925,000 private placement financing
  was completed for Rockwell. Private investors and accredited institutions purchased
  an aggregate of 4,500,000 Units at $0.65 per Unit. Each Unit consists of one
  common share and one-half share purchase warrant, both subject to a four-month

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- 19 -

hold period. One full warrant is exercisable, for 16 months,
  at $0.65 into a common share. The warrants are subject to a 30-day accelerated
  expiry if, after the hold period, Rockwell shares have a closing price on the
  Exchange of $1.30 or more per share over a 10-day period. Commissions and expenses
  paid for the private placement included cash costs for $189,122 and a finance
  fee for 19,231 common shares (market value - $12,500).

In February 2001, Rockwell entered into a financing agreement
  with Haywood Securities Inc. (Haywood) to raise $1 million by way
  of a 1.33 million unit private placement on a best efforts basis. On March 6,
  2001 Rockwell announced that the financing had been amended and increased to
  $1,248,525. A financing fee for $24,300 was paid for this placement and there
  was a brokerage commission of 63,600 shares valued at $47,700. Of the total
  amended amount, Haywood brokered $795,000 and $453,525 was non-brokered. Each
  unit was priced at $0.75, and consisted of one common share and one share purchase
  warrant exercisable at $0.80 into a common share for two years. If after the
  four-month hold period, Rockwell common shares have a closing price of $1.60
  per share or more on the TSX Venture Exchange over any 10-day period, then the
  warrants will be subject to an accelerated expiry period over the next 30-day
  period.

On February 5, 2001, Rockwell commenced trading on the NASD
  Over-the-Counter Bulletin Board (OTCBB). Rockwell trades on the TSX Venture
  Exchange and the OTCBB.

Financial Instruments

Rockwell financed its activities from 2000 through 2002 primarily
  through the issuance of equity shares through private and public distributions.
  Rockwell keeps its financial instruments denominated in Canadian dollars and
  does not engage in any hedging operations with respect to currency or in-situ
  minerals.

C.    Research Expenditures

Not applicable.

D.Trend Information

As a natural resource exploration company, Rockwells
  activities are more cyclical as metals prices have traditionally been cyclical
  in nature. Due to the economic slowdown in the United States and elsewhere in
  2001, and continuing economic uncertainty, copper prices averaged about US$0.72
  per pound for the year. Analysts forecast that prices would increase as economic
  conditions recovered in mid 2002; however, improvements began early in the year
  but flattened in late July. As a result in late August, Macquarie Bank Metals
  and Mining Research (Macquarie) adjusted their forecasted average
  price for 2002 to US$0.71 per pound, however, still expect significant improvements
  in the copper market in 2003.

Copper prices have increased in 2003, and copper has been
  trading at over US$0.80/oz since the beginning of September 2003. Copper prices
  are expected to continue to increase in 2004 as economic conditions improve.

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- 20 -

ITEM 6DIRECTORS, SENIOR MANAGEMENT
  AND EMPLOYEES

A.    Directors and Senior Management

|                                                |                      | Shares        | 
|----------------------------------------------- | -------------------- | ------------- | 
|                                                |                      | Beneficially  | 
|                                                | Period a Director of | Owned or      | 
|Name, Position and Place of Residence           | the Company          | Controlled(1) | 
|                                                |                      |               | 
|Rene G. Carrier                                 | since April 1993     | 1,333,439(3)  | 
|North Vancouver, British Columbia, Canada       |                      |               | 
|Director                                        |                      |               | 
|                                                |                      |               | 
|Scott D. Cousens                                | since November 2000  | 3,221,711     | 
|Vancouver, British Columbia, Canada             |                      |               | 
|Director                                        |                      |               | 
|                                                |                      |               | 
|Robert A. Dickinson                             | since November 2000  |               | 
|Lions Bay, British Columbia, Canada             |                      | 3,016,640(2)  | 
|Chairman of the Board and Director              |                      |               | 
|                                                |                      |               | 
|Gordon J. Fretwell                              | since March 1998     | Nil           | 
|West Vancouver, British Columbia, Canada        |                      |               | 
|Secretary and Director                          |                      |               | 
|                                                |                      |               | 
|Jeffrey R. Mason                                | since November 2000  | 2,197,043     | 
|Vancouver, British Columbia, Canada             |                      |               | 
|Chief Financial Officer and Director            |                      |               | 
|                                                |                      |               | 
|Douglas B. Silver                               | since March 1998     | Nil           | 
|Littleton, Colorado, U.S.A.                     |                      |               | 
|Director                                        |                      |               | 
|                                                |                      |               | 
|Ronald W. Thiessen                              | since November 2000  | 979,200       | 
|West Vancouver, British Columbia, Canada        |                      |               | 
|President, Chief Executive Officer and Director |                      |               | 
|                                                |                      |               | 
|                                                |                      | 10,748,033    | 

|(1) | The information as to shares beneficially owned or controlled
      has been furnished by insiders and is as of September 30, 2003.  
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(2) | 1,003,640 of these shares are held by United Mineral Services,
      a private company that is wholly owned by Mr. Dickinson.        
|(3) | 1,307,524 of these shares are held by Euro American Capital
      Corporation, a private company that is wholly owned by Mr. Carrier.

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- 21 -

Principal Occupation of Current Management of Rockwell

RENE G. CARRIER  Director

Rene G. Carrier is a past Vice-President
  of Pacific International Securities Inc. where he worked for ten years until
  1991. Since that time he has been President of Euro-American Capital Corporation,
  a private company, which specializes in restructuring and raising venture capital
  funds for junior companies.

Mr. Carrier is, or was within the past
  years, an officer and/or director of the following public companies: Acrex
  Ventures Ltd., Director (September 2000 to present); Chartwell Technology
  Inc., Director (June 1991 to present); Continental Minerals Corporation(formerly Misty Mountain Gold Corporation) Director (February 2001 to present);
  Quartz Mountain Resources Ltd., Director (January 2000 to present).

SCOTT D. COUSENS - Director

Scott D. Cousens is responsible for
  corporate communications of the public companies for which Hunter Dickinson
  Inc. provides services. He also assists with financing initiatives given his
  background as a broker in the early 1990s.

Mr. Cousens is, or was within the past
  five years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation, Director (September 1996 to present); Farallon Resources
  Ltd., Director (December 1995 to present); Great Basin Gold Ltd.,
  Director (March 1993 to present); Continental Minerals Corporation(formerly
  Misty Mountain Gold Limited) Director (November 1995 to present); Northern
  Dynasty Minerals Ltd., Director (June 1996 to present); Taseko Mines
  Limited, Director (October 1992 to present).

ROBERT A. DICKINSON, B.Sc., M.Sc.  Chairman of the Board and Director

Robert A. Dickinson is an economic geologist
  who serves as a member of management of several mineral exploration companies,
  primarily those for whom Hunter Dickinson Inc. provides services. He holds a
  Bachelor of Science degree (Hons. Geology) and a Master of Science degree (Business
  Administration - Finance) from the University of British Columbia. Mr. Dickinson
  has also been active in mineral exploration over 34 years. He is a director
  of Hunter Dickinson Inc. He is also President and Director of United Mineral
  Services Ltd., a private investment company.

Mr. Dickinson is, or was within the
  past years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Co-Chairman (September 2000 to present), Director (April
  1993 to present), President (September 1995 to September 2000), Chief Financial
  Officer (September 1995 to September 1998), Chief Executive Officer (September
  1998 to September 2000); Anooraq Resources Corporation, Co-Chairman (September
  2000 to present), Director (November 1990 to present), President (September
  1996 to September 2000), Chief Financial Officer (September 1996 to February
  1999), CEO (February 1999 to September 2000); Farallon Resources Ltd.,
  Co-Chairman (September 2000 to present), Director (July 1991 to present), Chief
  Executive Officer (December 1995 to September 2000); Great Basin Gold Ltd.,
  Co-Chairman (September 2000 to present), Director (May 1986 to present), Chief
  Executive Officer (November 1998 to September 2000), President (May 1986 to
  September 2000), Chief Financial Officer (May 1986 to June 1998); Continental
  Minerals Corporation (formerly Misty Mountain Gold Limited), Co-Chairman
  (September 2000 to February 2001), Director (November 1995 to

---

- 22 -

February 2001), President (November
  1995 to September 2000), Chief Financial Officer (November 1995 to June 1998),
  Chief Executive Officer (June 1998 to September 2000); Northern Dynasty Minerals
  Ltd., Director (June 1994 to present), Chief Executive Officer (May 1997
  to present); Taseko Mines Limited, Co-Chairman (September 2000 to present),
  Director (January 1991 to present), President (January 1991 to September 2000),
  Chief Financial Officer (February 1991 to November 1998), Chief Executive Officer
  (November 1998 to September 2000).

GORDON J. FRETWELL,B.Comm., LL.B. Corporate Secretary
  and Director

Gordon J. Fretwell holds a B.Comm. degree
  and graduated from the University of British Columbia in 1979 with his Bachelor
  of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell
  has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation)
  in Vancouver practicing primarily in the areas of corporate and securities law.

Mr. Fretwell is, or was within the past
  years, an officer and/or director of the following public companies: Bell
  Resources Corporation, Director and Secretary (September 1998  present),
  Copper Ridge Explorations Inc., Director and Secretary (August 1999 
  present), International Antarex Metals Ltd., Director (December 2000
   present), Continental Minerals Corporation (formerly MistyMountain Gold Limited) Director (February 2001  present), Tri-Alpha
  Investments Ltd., Director and Secretary (July 2001  present), Foran
  Mining Corp., Director (February 1998  March 2000), Ialta Industries
  Ltd. (formerly Merit Industries Inc.), Director (October 1999  February
  2000), La Teko Resources Ltd., Director (November 1995  February
  1999), Quartz Mountain Resources Ltd.,Director(.January 2003
   present), Pine Valley Mining Corporation, Director (August 2003 
  present), Icon Industries Ltd., Officer (December 2000  present), Grandcru
  Resources Ltd., Director (December 2002  present)

JEFFREY R. MASON, CA  Chief Financial Officer and Director

Jeffrey R. Mason holds a Bachelor of
  Commerce degree from the University of British Columbia and obtained his Chartered
  Accountant designation while specializing in the mining, forestry and transportation
  sectors at the international accounting firm of Deloitte & Touche. Following
  comptrollership positions at an international commodity mercantilist and Homestake
  Mining Group of companies including responsibility for North American Metals
  Corp. and the Eskay Creek Project, Mr. Mason has spent the last several years
  as a corporate officer and director to a number of publicly-traded (TSX, NASDAQ,
  TSX Venture) mineral exploration companies. Mr. Mason is also employed as Chief
  Financial Officer of Hunter Dickinson Inc. and his principal occupation is the
  financial administration of the public companies for which Hunter Dickinson
  Inc. provides services.

Mr. Mason is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Secretary and Director (September 1995 to present), Treasurer
  (September 1995 to September 1998), Chief Financial Officer (September 1998
  to present); Anooraq Resources Corporation, Director (April 1996 to present),
  Chief Financial Officer (February 1999 to present), Secretary (September 1996
  to present), Treasurer (September 1996 to February 1999); Farallon Resources
  Ltd., Secretary (December 1995 to present), Chief Financial Officer (December
  1997 to present), Director (August 1994 to present); Great Basin Gold Ltd.,
  Secretary (February 1994 to present), Treasurer (February 1994 to June 1998),
  Chief Financial Officer (June 1998 to present), Director (February 1994 to present);
  Continental Minerals Corporation (formerly MistyMountain Gold
  Limited), Secretary (November 1995 to

---

- 23 -

present), Treasurer (May 1997 to June
  1998), Chief Financial Officer (June 1998 to present), Director (November 1995
  to present); Northern Dynasty Minerals Ltd., Secretary (June 1996 to
  present), Chief Financial Officer (June 1998 to present), Treasurer (May 1997
  to June 1998), Director (June 1996 to present); Taseko Mines Limited,
  Secretary (March 1994 to present), Treasurer (March 1994 to November 1998),
  Chief Financial Officer (November 1998 to present), Director (March 1994 to
  present).

DOUGLAS B. SILVER, M. Sc. Econ. Geo. - Director

Douglas B. Silver is the president of
  Balfour Holdings Inc. Mr. Silver has had seventeen years of professional experience
  in the base and precious metals industry and holds a Masters of Science in Economic
  Geology degree from the University of Arizona. During this period, his work
  experience has ranged from that of exploration geologist to activities in the
  areas of corporate business development, capital raising and investor relations.
  He is based in Englewood, Colorado.

RONALD W. THIESSEN, CA  President, Chief Executive
  Officer and Director

Ronald W. Thiessen is accredited as
  a public accountant in Canada. For the past several years, his principal occupation
  has been to serve as a director and/or officer of several publicly traded mineral
  exploration companies. Mr. Thiessen is a director of Hunter Dickinson Inc. (see
  Item 7), a company providing management and administrative services to several
  publicly traded companies including Rockwell. His principal focus is directing
  corporate development and financing activities.

Mr. Thiessen is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., CEO and President (September 2000 to present); Director
  (September 1995 to present); Anooraq Resources Corporation, CEO and President
  (September 2000 to present), Director (April 1996 to present); Farallon Resources
  Ltd., CEO and President (September 2000 to present), Director (August 1994
  to present); Great Basin Gold Ltd., CEO and President (September 2000
  to present), Director (October 1993 to present); Continental Minerals Corporation
  (formerly Misty Mountain Gold Limited), CEO and President (September
  2000 to present), Director (November 1995 to present); Northern Dynasty Minerals
  Ltd., CEO and President (November 2001 to present), Director (November 1995
  to present); Taseko Mines Limited, CEO and President (September 2000
  to present), Director (October 1993 to present); Casamiro Resources Corp.,
  President and Director (February 1990 to 2002).

B.    Compensation

During Rockwells financial year ended May 31, 2003 the
  aggregate direct remuneration paid or payable to Rockwells directors and
  senior officers by Rockwell and its subsidiaries, all of whose financial statements
  are consolidated with those of Rockwell, was $63,094. This figure includes any
  portion of remuneration received by the named person as an officer or employee
  of Hunter Dickinson Inc. that is attributable to Rockwells affairs. The
  direct remuneration paid or payable to Companys directors and senior officers
  by subsidiaries of Rockwell whose financial statements are not consolidated
  with those of Rockwell was $nil.

Ronald W. Thiessen, President, Chief Executive Officer and
  a director of Rockwell is the Named Executive Officer of Rockwell
  for the purposes of the following disclosure.

---

- 24 -

The compensation paid to the Named Executive Officer during
  Rockwells three most recently completed financial years is as set out
  below:

|                                                                 |                | Annual Compensation     | Long Term Compensation  |                            
|---------------------------------------------------------------- | -------------- | ----------------------- | ----------------------- | ---------------------------
|                                                                 |                |                         | Awards                  | Payouts                    
|Name and Principal      Position                                 | Year           | Salary($)               | Bonus($)                | OtherAnnualCompen-sation($)
|Ronald W. Thiessen President, Chief Executive Officer & Director | 2003 2002 2001 | $10,928 $12,357 $26,636 | Nil
      Nil
      Nil | Nil
      Nil
      Nil    

No share options were granted to the Named Executive Officer
  during the financial year ended May 31, 2003. No options were exercised by the
  Named Executive Officer during the financial year ended May 31, 2003.

Termination of Employment, Change in Responsibilities and
  Employment Contracts

There are no compensatory plans or arrangements with respect
  to the Named Executive Officer resulting from the resignation, retirement or
  any other termination of employment of the officers employment or from
  a change of the Named Executive Officers responsibilities following a
  change in control.

Securities Held By Insiders

As at September 30, 2003 the directors and officers of Rockwell
  and their affiliates held as a group, directly and indirectly, own or control
  an aggregate of 10,748,033 common shares (19.5%) and hold nil options and nil
  warrants to acquire an additional nil common shares. To the knowledge of the
  directors and officers of Rockwell, as at such date, there were no persons exclusive
  of directors and officers holding more than 10% of the issued common shares.

C.    Board Practices

All directors were elected at the annual general meeting held
  in November 2002 and have a term of office expiring at the next annual general
  meeting of Rockwell to be held in November 2003. The period during which each
  director has served as a director is disclosed in Item 6(A) herein. All officers
  have a term of office lasting until their removal or replacement by the Board
  of Directors.

There are no contracts or arrangements under which directors
  are compensated or provided benefits upon termination of employment.

Messrs. Rene G. Carrier, Scott D. Cousens and Gordon J. Fretwell
  are members of Rockwells audit committee. The audit committee is selected
  annually by the directors of Rockwell at the first meeting of the board held
  after Rockwells annual general meeting. Its primary function is to review
  the financial statements of the company before they are submitted to the board
  for approval and the audit committee is also available to assist the board if
  required with matters relating to the appointment of Rockwells

---

- 25 -

auditor and the overall scope and results of the audit, internal
  financial controls, and financial information for publication for various purposes.

Rockwell has no remuneration or nomination committee.

D.    Employees

At September 30, 2003, Rockwell had no direct employees. Rockwells
  administrative and exploration functions are primarily administered through
  Hunter Dickinson Inc. and contractors (see Item 7).

E.    Share Ownership

At September 30, 2003, an aggregate of 240,000 common shares
  have been reserved for issuance pursuant to the following director, executive
  officer and service provider stock options:

(a)Incentive Options

|                                   | Number of |  | Exercise |  |                  
|---------------------------------- | --------- |  | -------- |  | -----------------
|Optionholder                       | Shares    |  | Price    |  | Expiry Date      
|Directors and Officers of Rockwell | Nil       |  |          |  |                  
|Employees and Service Providers    | 15,000    |  | 0.10     |  | May 9, 2005      
|                                   | 30,000    |  | 0.10     |  | July 29, 2005    
|                                   | 100,000   |  | 0.16     |  | November 21, 2005
|                                   | 45,000    |  | 0.10     |  | December 20, 2004
|                                   | 50,000    |  | 0.16     |  | April 6, 2005    
|Total                              | 240,000   |  |          |  |                  

Incentive stock options may be issued to directors, officers,
  employees or consultants of Rockwell at the discretion of the board of directors
  of Rockwell, subject to an aggregate maximum of 10% of the issued capital of
  Rockwell and provided that no single optionee receives options to purchase that
  number of shares that is in excess of 5% of the issued capital.

During fiscal 2003, no incentive options were exercised.

---

- 26 -

ITEM 7MAJOR SHAREHOLDERS AND RELATED
  PARTY TRANSACTIONS

A.    Major Shareholders

Rockwells securities are recorded on the books of its
  transfer agent in registered form, however, the majority of such shares are
  registered in the name of intermediaries such as brokerage houses and clearing
  houses on behalf of their respective brokerage clients, and Rockwell does not
  have knowledge or access to information about of the beneficial owners thereof.
  To the best of its knowledge, Rockwell is not directly or indirectly owned or
  controlled by a corporation or foreign government. As of September 30, 2003,
  Rockwell had authorized 200,000,000 common shares without par value of which
  55,199,275 were issued and outstanding.

As of September 30, 2003, the only registered holder of 5%
  or more of the common shares of Rockwell excluding brokerage clearing houses
  (the Major Shareholders) are as follows:

|Name             | Shares Held | Percentage
|---------------- | ----------- | ----------
|Robert Dickinson | 3,016,640   | 5.5%      
|Scott Cousens    | 3,221,711   | 5.8%      
|Robert Hunter    | 2,966,340   | 5.4%      

All of the Major Shareholders acquired their share positions
  in Rockwell over the last four years. The majority of such shares were acquired
  pursuant to the purchase, in March 1999, of what was then the controlling block
  of shares in Rockwell of approximately 22 million common shares, and subsequent
  private placements and shares issued for loan guarantees.

The Major Shareholders have the same voting rights as other
  shareholders.

As of September 30, 2003, directors and officers of Rockwell
  in total (7 persons) owned or controlled an aggregate of 10,748,033 shares (19.5%)
  of Rockwell, or 10,748,033 shares (19.5%) on a fully diluted basis.

Under the British Columbia Securities Actinsiders
  (generally officers, directors, and holders of 10% or more of the Company's
  shares) are required to file insider reports of changes in their ownership in
  the first ten days of the month following a trade in Amarcs securities.
  Copies of such reports are available for public inspection at the offices of
  the British Columbia Securities Commission, 9th Floor, 701 West Georgia Street,
  Vancouver, British Columbia V7Y 1L2 (phone (604) 899-6500) or at the British
  Columbia Securities Commission web site www.bcsc.bc.ca and at www.sedi.ca

As at September 30, 2003, to the best of the Company's knowledge,
  the following is the geographic distribution of shareholders. Shares registered
  in intermediaries were assumed to be held by residents of the same country in
  which the clearing house was located.

---

- 27 -

|                | Number of registered |  | Number of common |  |        | 
|--------------- | -------------------- |  | ---------------- |  | ------ | 
|Location        | shareholders         |  | shares held      |  | %      | 
|Canada          | 33                   |  | 51,788,981       |  | 93.82  | 
|United States   | 20                   |  | 847,199          |  | 1.54   | 
|Other countries | 142                  |  | 2,563,095        |  | 4.64   | 
|                |                      |  |                  |  |        | 
|Total           | 195                  |  | 55,199,275       |  | 100.00 | 

To Rockwells knowledge it is not controlled by any one
  shareholder or group of shareholders and Rockwell is not aware of any proposed
  event that would result in a control block of shares being created.

B.    Related Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Rockwell or its predecessors during the year ended May 31, 2003 except as follows:

|(a) | Arrangements with Hunter Dickinson Inc.
      Hunter Dickinson Inc. (HDI) is a private
        company with certain directors in common with Rockwell that provides geological,
        corporate development, administrative and management services to, and
        incurs third-party costs on behalf of, Rockwell on a full cost recovery
        basis pursuant to a Geological, Management and Administration Services
        Agreement dated January 1, 2001. Accordingly, Rockwell has no full time
        management or employees as certain of these services are provided to it
        by HDI pursuant to this agreement. However, Rockwell also engages independent
        third-party contractors for work on specific projects as needs warrant.
        HDI is owned equally by ten publicly-traded exploration companies (one
        of which is Rockwell) and is managed by persons the majority of whom are
        also directors of Rockwell. HDI is one of the largest independent mining
        exploration groups in North America and as of September 30, 2003, employs
        or retains on a substantially full-time basis, 17 geoscientists, including
        six with advanced degrees (of which 8 are P.Geo.s, 3 are P.Eng.s
        and 2 is a Ph.D.s), three licensed professional mining or civil engineers
        (P.Eng.s), seven other professionals and 15 administrative staff.
        It has supervised mineral exploration projects in Canada (British Columbia,
        the Yukon, Manitoba, Ontario and Qúebec) and internationally in
        Nevada, Alaska, Mexico, Brazil and South Africa. HDI allocates, based
        on time records, the cost of personnel input into projects such as the
        Ricardo Property or the Haut Plateau property. Such personnel and third
        party contractors are billed to the participating public companies on
        a full cost recovery basis (inclusive of HDI staff costs and overhead)
        for amounts, which are considered by Rockwell management to be at a cost
        that is competitive with arms-length suppliers. The shares of HDI
        are owned by each of the participating public corporations (including
        Rockwell) for as long as HDIs services are being retained by such
        participating company, however a participant surrenders its single share
        of HDI at the time of termination of the standard form of services agreement.
        The agreement can be cancelled and its subsidiaries by either party on
        30 days notice. In fiscal 2002, Rockwell was invoiced $665,541 for
        services rendered, and cost incurred with third party suppliers on its
        behalf, by HDI. Any remuneration paid by Rockwell to executive officers
        through payments to HDI is included in their remuneration figures disclosed
        in Item 6.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Option Assignment Agreement
      The Option Assignment Agreement dated June 6, 2001 between
        Rockwell and HDGI pursuant to which HDGI assigned to Rockwell its rights
        to earn a 60% participating joint venture interest in the Fox River property.
        Consideration for the Option Assignment Agreement was the agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

- 28 -

|    | by Rockwell to reimburse costs incurred by HDGI in
        respect to the Fox River project and the agreement to issue to HDGI the
        HDGI Warrants. As Amarc has relinquished its option on the Fox River property,
        these warrants have been terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Mineral Properties Transfer Agreement
      Rockwell has, pursuant to the Mineral Properties Transfer
        Agreement and regulatory approval, agreed to relinquish its rights to
        the Fox River property in order to allow HDGI to provide Amarc with the
        right to earn a 60% interest in the Fox River property, receive up to
        1 million share purchase warrants in Amarc, cancel the agreement to issue
        the HDGI Warrants and in return receive an assignment of HDGIs right
        to acquire a 60% interest in the Haut Plateau property. As Amarc has relinquished
        its option on the Fox River property, these warrants have been terminated.
      HDGI, which has an office at Suite 1020  800 West
        Pender Street, Vancouver, B.C., V6C 2V6, is a private company incorporated
        pursuant to the Canadian Business Corporation Act, owned by seven individuals,
        which provides merger, acquisition, financing and other corporate services
        to companies in the exploration business. The seven persons who own HDGI
        are Robert G. Hunter, Robert A. Dickinson, David Copeland, Jeffrey R.
        Mason, Scott D. Cousens, Ronald W. Thiessen and David S. Jennings, all
        of whom reside in the vicinity of Vancouver, B.C.

---

- 29 -

ITEM 8     FINANCIAL INFORMATION

A.   Consolidated Statements and Other Financial Information

See Item 17 Financial Statements.

Legal Proceedings

|(a) | Ricardo has commenced legal proceedings
        against Gasoducto Nor-andino S.A. in Chile claiming US$1.1 million for
        compensation for a right of way for a gas pipeline situated on the Ricardo
        Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The Company holds a 100% interest in
        certain mineral exploration and exploitation concessions totaling approximately
        16,400 hectares in the Calama Mining District in Chile. The Corporación
        Nacional del Cobre de Chile ("Codelco"), the Chilean national copper company,
        is currently erecting housing and other infrastructure, as part of a relocation
        of its workers for its Chuquicamata project, in certain areas of the Ricardo
        Property. The Company believes this construction usurps the Company's
        constitutional mining rights. Accordingly, in order to preserve access
        to its mineral concessions, in November 2002 the Company applied for several
        easements on its Ricardo Property, and an injunction to prevent Codelco
        from further developing its construction project over the Company's mining
        rights. These matters are before the law courts of Chile.

Dividend Policy

The Company has not paid any dividends on its outstanding
  common shares since its incorporation and does not anticipate that it will do
  so in the foreseeable future. All funds of Rockwell are being retained for exploration
  of its projects.

B.    Significant Changes

There have been no significant changes to the accompanying
  financial statements since May 31, 2003.

---

- 30 -

ITEM 9THE OFFER AND LISTING

A.    Offer and Listing Details

Trading Markets

|                                           | TSX Venture Exchange |      | OTCBB Exchange |  
|------------------------------------------ | -------------------- | ---- | -------------- | -
|                                           | Canadian Dollars     |      | U.S. Dollars   |  
|                                           | High                 |      | Low            |  
|Five most recent financial years           |                      |      |                |  
|Fiscal 1999                                | $                    | 0.45 |                | $
|Fiscal 2000                                | $                    | 0.85 |                | $
|Fiscal 2001                                | $                    | 0.95 |                | $
|Fiscal 2002                                | $                    | 0.47 |                | $
|Fiscal 2003                                | $                    | 0.22 |                | $
|                                           |                      |      |                |  
|Two most recent financial years by quarter |                      |      |                |  
|Quarter ended August 31, 2001              | $                    | 0.47 |                | $
|Quarter ended November 30, 2001            | $                    | 0.25 |                | $
|Quarter ended February 28, 2002            | $                    | 0.17 |                | $
|Quarter ended May 31, 2002                 | $                    | 0.21 |                | $
|Quarter ended August 31, 2002              | $                    | 0.22 |                | $
|Quarter ended November 30, 2002            | $                    | 0.08 |                | $
|Quarter ended February 28, 2003            | $                    | 0.07 |                | $
|Quarter ended May 31, 2003                 | $                    | 0.06 |                | $
|                                           |                      |      |                |  
|Latest six months                          |                      |      |                |  
|April 2003                                 | $                    | 0.06 |                | $
|May 2003                                   | $                    | 0.05 |                | $
|June 2003                                  | $                    | 0.05 |                | $
|July 2003                                  | $                    | 0.04 |                | $
|August 2003                                | $                    | 0.07 |                | $
|September 2003                             | $                    | 0.11 |                | $

B.    Plan of Distribution

Not applicable.

C.    Markets

The shares of Rockwell trade in Canada on the TSX Venture
  Exchange (TSX Venture) and are quoted on the National Association
  of Securities Dealers Over-The-Counter Bulletin Board (OTCBB).

---

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D.    Selling Shareholders

Not applicable.

E.    Dilution

Not applicable.

F.    Expenses of the Issue

Not applicable.

ITEM 10ADDITIONAL INFORMATION

A.    Share Capital

Not applicable. (This is an Annual Report only.)

B.    Memorandum and Articles of Association

A discussion of the articles and memoranda of Rockwell follows:

Rockwells Articles of Incorporation and Memorandum are
  registered with the British Columbia Registrar of Companies under Corporation
  No. 354545. A copy of the Articles of Incorporation was filed with Rockwells
  initial registration statement on Form 20-F filed in 2000.

Objects and Purposes

Rockwells Articles of Incorporation do not specify objects
  or purposes. Under British Columbia law, a British Columbia corporation has
  all the legal powers of a natural person, however corporations may not undertake
  certain limited business activities such as operating as a trust company or
  railroad without alterations to its form of articles and specific government
  consent.

Directors  Powers and Limitations

Rockwells articles do not specify a maximum number of
  directors (the minimum under British Columbia law for a public company is three).
  The articles specify that the number of directors shall be the number of directors
  fixed by shareholders annually or the number that are actually elected at a
  general shareholders meeting. The number of directors is determined annually
  by shareholders at the annual Shareholders meeting and all directors are elected
  at that time, there are no staggered directorships. Under the articles the directors
  are entitled between successive annual general meeting to appoint one or more
  additional directors but not more than one-third of the number of directors
  fixed at a shareholders meeting or actually elected at the preceding annual
  general meeting. Directors automatically retire at the commencement of each
  annual meeting subject to being re-elected.

Under the articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Rockwell or
  who holds any office or possesses any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director shall declare the nature and extent of such interest in such contract
  or transaction. A director shall not vote in respect of any such contract or
  transaction if the company in which he is interested and if he should vote his
  vote shall not be counted but shall be counted in the quorum present at the
  meeting. Similarly, under the Company Act (British Columbia) (BCCA)
  directors are obligated to abstain from voting on matters in which they may
  be financially interested after fully disclosing such interest. Directors must
  abstain in such circumstances both under the articles and under the BCCA.

---

- 32 -

Directors must be of the age of majority (18), and meet eligibility
  criteria including not being mentally infirm, an undischarged bankrupt, no fraud
  related convictions in the previous five years and a majority of directors must
  be ordinarily resident in Canada. There is no mandatory retirement age either
  under Rockwells articles or under the BCCA.

The directors may from time to time at their discretion authorize
  the Company to borrow any sum of money for the purposes of the Company and may
  raise or secure the repayment of that sum in such manner upon such terms and
  conditions, in all respects, as they think fit, and in particular, and without
  limiting the generality of the foregoing, by the issue of bonds or debentures,
  or any mortgage or charge, whether specific or floating, or other security on
  the undertaking or the whole or any part of the property of the Company, both
  present and future. Directors need not own any shares of the Company in order
  to qualify as directors.

Rights and Restrictions attached to Shares

The directors may declare dividends and fix the date of record
  therefore and the date for payment thereof. No notice need be given of the declaration
  of any dividend.

Subject to the terms of shares with special rights or restrictions,
  all dividends shall be declared according to the number of shares held and no
  dividend shall bear interest against Rockwell.

The directors may direct payment of any dividend wholly or
  partly by the distribution of specific assets or of paid-up shares, bonds, debentures
  or other debt obligations of Rockwell, or in any one or more of those ways,
  and where any difficult arises in regard to the distribution, the directors
  may settle the same as they think expedient, and in particular may fix the value
  for distribution of specific assets or of paid-up shares, bonds, debentures
  or other debt obligations of Rockwell, or in any one or more of those ways,
  and, where any difficulty arises in regard to the distribution, the directors
  may settle the same as they think expedient, and in particular may fix the value
  for distribution of specific assets, and may determine the cash payments shall
  be made to a member upon the basis of the value so fixed in place of fractional
  shares, bonds, debentures or other debt obligations in order to adjust the rights
  of all parties, and may vest any of those specific assets in trustees upon such
  trusts for the persons entitled as may seem expedient to the directors.

Notwithstanding anything contained in Rockwells articles
  the directors may from time to time capitalize any undistributed surplus on
  hand of Rockwell and may from time to time issue as fully paid and non-assessable
  any unissued shares or any bonds, debentures or other debt obligations of Rockwell
  as a dividend representing such undistributed surplus on hand or any part thereof.

Any dividend, interest or other moneys payable in cash in
  respect of shares may be paid by cheque or warrant sent through the post directed
  to the registered address of the holder, or, in the case of joint holders, to
  the registered address of that one of the joint holders who is first named on
  the register or to such person and to such address as the holder or joint holders
  may in writing direct. Every such cheque or warrant shall be made payable to
  the order of the person to whom it is sent. Any one of two or more joint holders
  may give effectual receipts for any dividends, bonuses or other moneys payable
  in respect of the shares held by them as joint holders.

A transfer of a share shall not pass the right to any dividend
  declared thereon before the registration of the transfer in the register.

Notwithstanding any other provisions of the articles should
  any dividend result in any shareholders being entitled to a fractional part
  of a share of Rockwell, the directors shall have the right to pay such

---

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shareholders in place of that fractional share, the cash equivalent
  thereof calculated on the par value thereof, or in the case of shares without
  nominal or par value, calculated on the price or consideration for which such
  shares were or were deemed to be issued, and shall have the further right and
  complete discretion to carry out such distribution and to adjust the rights
  of the shareholders with respect thereto on as practical and equitable a basis
  as possible including the right to arrange through a fiscal agent or otherwise
  for the sale, consolidation or other disposition of those fractional shares
  on behalf of those shareholders of Rockwell.

The directors may, before declaring any dividend, set aside
  out of the profits of Rockwell such sums as they think proper as appropriations
  from income which shall at the discretion of the directors, be applicable for
  meeting contingencies, or for equalizing dividends, or for any other purpose
  to which the profits of Rockwell may be properly applied, and pending such application
  may, either be employed in the business of Rockwell or be invested in such investments
  as the directors in their discretion may from time to time determine.

Changes to Rights of Common Shareholders

Changes to the articles and memorandum of Rockwell a special
  resolution being a resolution passed by not less than 75% of the shares
  voted in person or by proxy at a duly convened shareholders meeting. Some corporate
  changes including amalgamation with another company, sale of substantially all
  of Rockwells assets, redomiciling out of the jurisdiction of British Columbia,
  creation of new classes of shares not only require such 75% approval but generally
  also give rise to a dissent right which is the right to be paid the fair value
  of the stockholders shares in cash if the required special resolution
  is actually passed and Rockwell elects to proceed with the matter notwithstanding
  receipt of dissent notices. A notice of a shareholders meeting at which such
  an action is intended to be effected must include a prominent notice of the
  dissent right. Dissent provisions governed by the BCCA and not by the articles
  of Rockwell.

Shareholders Meetings

Shareholders meetings are only peripherally governed by the
  articles of Rockwell with most shareholder protections contained in the Securities
  Act (British Columbia) and the BCCA. The articles provide that Rockwell
  will hold an annual general meeting, will provide at least 21 days notice
  and will provide for certain procedural matters and rules of order with respect
  to conduct of the meeting. The Securities Act (British Columbia) and
  the BCCA superimpose requirements that generally provide that shareholders meetings
  require not less than a 60 day period from initial public notice that Rockwell
  makes a thorough advanced search of intermediary and brokerage registered shareholdings
  to ascertain location of beneficial shareholders so that materials can be sent,
  the form and content of information circulars and proxies and like matters typically
  governed by such securities legislation. This legislation specifies the disclosure
  requirements for various corporate actions, background information on the nominees
  for election for director, executive compensation paid in the previous year
  and full details of any unusual matters. Rockwell must hold an annual shareholders
  meeting within 13 months of the previous annual shareholders meeting and must
  present audited statements that are no more than 180 days old at that meeting.

Redemption

Subject to the special rights and restrictions attached to
  any class of shares, Rockwell may, by a resolution of the directors and in compliance
  with the BCCA, redeem any of its shares that have a right of redemption attached
  thereto at the price and upon the terms specified in such resolution and where
  Rockwell purposes to redeem some, but not all, of its shares of a particular
  class or kind, it shall not be obligated to redeem them pro rata but may redeem
  them in any manner the directors in their absolute discretion may deem fit.

---

- 34 -

Rockwell has no redeemable securities authorized or issued.

Pre-emptive Rights

There are no pre-emptive rights applicable to Rockwell which
  provide a right to any person to participate in offerings of Rockwells
  securities

Liquidation

All common shares of Rockwell participate rateably in any
  available assets in the event of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under Rockwells Articles or
  in the BCCA on the right of persons who are not citizens of Canada to hold or
  vote common shares. (See also Exchange Controls  below.)

Dividends

Dividends may be declared by the Board out of available assets
  and are paid rateably to holders of common shares. No dividend may be paid if
  Rockwell is, or would thereby become, insolvent.

Voting Rights

Each Rockwell share is entitled to one vote on matters to
  which common shares ordinarily vote including the election of directors, appointment
  of auditors and approval of corporate changes and other matters requiring shareholder
  approval.

Change in Control

Rockwell has not implemented any shareholders rights
  against possible take-overs. Rockwell does not have any agreements which are
  triggered by a take-over or other change of control. There are no provisions
  in its articles triggered by or affected by a change in outstanding shares which
  gives rise to a change in control.

Share Ownership Reporting

The articles of Rockwell do not require disclosure of share
  ownership. Share ownership of director nominees must be reported annually in
  proxy materials sent to Rockwells shareholders. There are no requirements
  under British Columbia corporate law to report ownership of shares of Rockwell
  but the British Columbia Securities Act requires disclosure of trading by insiders
  including holders of 10% of voting shares within 10 days of the trade. Controlling
  shareholders (generally those in excess of 20% of outstanding shares) must provide
  seven days advance notice of share sales.

C.    Material Contracts

Rockwells material contracts are:

|(a) | Geological, Management and Administration
        Services Agreement between Rockwell and Hunter Dickinson Inc. dated January
        1, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Letter Agreement between Hunter Dickinson
        Group Inc. and Altoro Gold Corp. dated February 18, 2000 which was assigned
        to Rockwell pursuant to an the Altoro Option Assignment Agreement between
        the Rockwell and Hunter Dickinson Group Inc. dated February 24, 2000,
        Rockwell acquired an option to earn a 60% participating interest in Altoros
        interest in a group of mineral concessions situated in Ceara State, Brazil
        known as the Pedra Branca property by making expenditures of US$7 million
        on the property over a four year period. Rockwell was also

---

- 35 -

| | required to issue to Altoro 100,000 shares on receipt of regulatory approval
      for the Letter Option and a further 100,000 shares on each of the subsequent
      anniversary dates. As discussed in Item 4, in June 2001 Rockwell terminated
      its interest in the Letter Option and any interest it had in the Pedra Branca
      property.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

D.    Exchange Controls

Rockwell is a Canadian corporation incorporated under the
  laws of British Columbia. There is no law or governmental decree or regulation
  in Canada that restricts the export or import of capital, or affects the remittance
  of dividends, interest or other payments to a non-resident holder of Common
  Shares, other than withholding tax requirements. Any such remittances to United
  States residents are generally subject to withholding tax. See Taxation
  below.

There is no limitation imposed by the laws of Canada or by
  the charter or other constituent documents of Rockwell on the right of a non-resident
  to hold or vote the Common Shares, other than as provided in the Investment
  Canada Act (Canada) (the Investment Act). The following
  discussion summarizes the material features of the Investment Act for
  a non-resident who proposes to acquire a controlling number of Common Shares.
  It is general only, it is not a substitute for independent advice from an investors
  own advisor, and it does not anticipate statutory or regulatory amendments.
  Rockwell does not believe the Investment Act will have any affect on
  it or on its non-Canadian shareholders due to a number of factors including
  the nature of its operations and Rockwells relatively small capitalization.

The Investment Act generally prohibits implementation
  of a reviewable investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture (each an entity) that is not
  a Canadian as defined in the Investment Act (a non-Canadian),
  unless after review the Director of Investments appointed by the minister responsible
  for the Investment Act is satisfied that the investment is likely to
  be of net benefit to Canada. The size and nature of a proposed transaction may
  give rise to an obligation to notify the Director to seek an advance ruling.
  An investment in the Common Shares by a non-Canadian other than a WTO
  Investor (as that term is defined in the Investment Act and which
  term includes entities which are nationals of or are controlled by nationals
  of member states of the World Trade Organization) when Rockwell was not controlled
  by a WTO Investor, would be reviewable under the Investment Act if it
  was an investment to acquire control of Rockwell and the value of the assets
  of Rockwell, as determined in accordance with the regulations promulgated under
  the Investment Act, was $5 million or more, or if an order for review was made
  by the federal cabinet on the grounds that the investment related to Canadas
  cultural heritage or national identity, regardless of the value of the assets
  of Rockwell. An investment in the Common Shares by a WTO Investor, or by a non-Canadian
  when Rockwell was controlled by a WTO Investor, would be reviewable under the
  Investment Act if it was an investment to acquire control of Rockwell
  and the value of the assets of Rockwell, as determined in accordance with the
  regulations promulgated under the Investment Act, was not less than a specified
  amount, which for 2000 exceeds Cdn$192 million. A non-Canadian would acquire
  control of Rockwell for the purposes of the Investment Act if the non-Canadian
  acquired a majority of the Common Shares. The acquisition of less than a majority
  but one-third or more of the Common Shares would be presumed to be an acquisition
  of control of Rockwell unless it could be established that, on the acquisition,
  Rockwell was not controlled in fact by the acquiror through the ownership of
  the Common Shares.

The foregoing assumes Rockwell will not engage in the production
  of uranium or own an interest in a producing uranium property in Canada, or
  provide any financial service or transportation service, as the rules governing
  these businesses are different.

---

- 36 -

Certain transactions relating to the Common Shares would be exempt from the
  Investment Act, including

| | (a) | an acquisition of the Common Shares by a person in
        the ordinary course of that persons business as a trader or dealer
        in securities,                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | an acquisition of control of Rockwell in connection
        with the realization of security granted for a loan or other financial
        assistance and not for a purpose related to the provisions of the Investment
        Act, and                                                  
| | (c) | an acquisition of control of Rockwell by reason of
        an amalgamation, merger, consolidation or corporate reorganization following
        which the ultimate direct or indirect control in fact of Rockwell, through
        the ownership of the Common Shares, remained unchanged.

E.   Taxation

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal
  Canadian federal income tax consequences of acquiring, holding and disposing
  of shares of common stock of Rockwell for a shareholder of Rockwell who is not
  a resident of Canada but is a resident of the United States and who will acquire
  and hold shares of common stock of Rockwell as capital property for the purposes
  of the Income Tax Act (Canada) (the Canadian Tax Act). This
  summary does not apply to a shareholder who carries on business in Canada through
  a permanent establishment situated in Canada or performs independent
  personal services in Canada through a fixed base in Canada if the shareholders
  holding in Rockwell is effectively connected with such permanent establishment
  or fixed base. This summary is based on the provisions of the Canadian Tax Act
  and the regulations thereunder and on an understanding of the administrative
  practices of Canada Customs & Revenue Agency, and takes into account all
  specific proposals to amend the Canadian Tax Act or regulations made by the
  Minister of Finance of Canada as of the date hereof. It has been assumed that
  there will be no other relevant amendment of any governing law although no assurance
  can be given in this respect. This discussion is general only and is not, nor
  is it intended to provide a detailed analysis of the income tax implications
  of any particular shareholders interest. Investors are advised to obtain
  independent advice from a shareholders own Canadian and U.S. tax advisors
  with respect to income tax implications pertinent to their particular circumstances.

The provisions of the Canadian Tax Act are subject to income
  tax treaties to which Canada is a party, including the Canada-United States
  Income Tax Convention (1980), as amended (the Convention).

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally
  subject to Canadian withholding tax at the rate of 25 percent on dividends paid
  or deemed to have been paid to him or her by a corporation resident in Canada.
  Rockwell is responsible for withholding of tax at the source. The Convention
  limits the rate to 15 percent if the shareholder is a resident of the United
  States and the dividends are beneficially owned by and paid to such shareholder,
  and to 5 percent if the shareholder is also a corporation that beneficially
  owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would generally
  be equal to the amount by which the paid up or stated capital of Rockwell had
  increased by reason of the payment of such dividend. Rockwell will furnish additional
  tax information to shareholders in the event of such a dividend. Interest paid
  or deemed to be paid on Rockwells debt securities held by non-Canadian
  residents may also be subject to Canadian withholding tax, depending upon the
  terms and provisions of such securities and any applicable tax treaty.

---

- 37 -

The Convention generally exempts from Canadian income tax
  dividends paid to a religious, scientific, literary, educational or charitable
  organization or to an organization constituted and operated exclusively to administer
  a pension, retirement or employee benefit fund or plan, if the organization
  is a resident of the United States and is exempt from income tax under the laws
  of the United States.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain
  or capital loss from a disposition of a share of common stock of Rockwell is
  the amount, if any, by which his or her proceeds of disposition exceed (or are
  exceeded by, respectively) the aggregate of his or her adjusted cost base of
  the share and reasonable expenses of disposition. The capital gain or loss must
  be computed in Canadian currency using a weighted average adjusted cost base
  for identical properties. The capital gains net of losses included in income
  are as follows. For gains net of losses realized before February 28, 2000, as
  to 75%. For gains net of losses realized after February 27, 2000 and before
  October 18, 2000, as to 66 2/3%. For gains net of losses realized after October
  17, 2000, as to 50%. There are special transitional rules to apply capital losses
  against capital gains that arose in different periods. The amount by which a
  shareholders capital loss exceeds the capital gain in a year may be deducted
  from a capital gain realized by the shareholder in the three previous years
  or any subsequent year, subject to certain restrictions in the case of a corporate
  shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject
  to Canadian tax on taxable capital gains, and may deduct allowable capital losses,
  realized on a disposition of "taxable Canadian property." Shares of common stock
  of Rockwell will constitute taxable Canadian property of a shareholder at a
  particular time if the shareholder used the shares in carrying on business in
  Canada, or if at any time in the five years immediately preceding the disposition
  25% or more of the issued shares of any class or series in the capital stock
  of Rockwell belonged to one or more persons in a group comprising the shareholder
  and persons with whom the shareholder and persons with whom the shareholder
  did not deal at arms length and in certain other circumstances.

The Convention relieves United States residents from liability
  for Canadian tax on capital gains derived on a disposition of shares unless

| | (a) | the value of the shares is derived principally from
        real property in Canada, including the right to explore for
        or exploit natural resources and rights to amounts computed by reference
        to production,                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | the shareholder was resident in Canada for 120 months
        during any period of 20 consecutive years preceding, and at any time during
        the 10 years immediately preceding, the disposition and the shares were
        owned by him when he or she ceased to be resident in Canada, or
| | (c) | the shares formed part of the business property of
        a permanent establishment that the holder has or had in Canada
        within the 12 months preceding the disposition.                                                                                                              

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in the opinion of Rockwell after consultation
  with its professional advisors, a discussion of material United States federal
  income tax consequences, under current law, generally applicable to a U.S. Holder
  (as hereinafter defined) of common shares of Rockwell. This discussion does
  not address all potentially relevant federal income tax matters and it does
  not address consequences peculiar to persons subject to special provisions of
  federal income tax law, such as those described below as excluded from

---

- 38 -

the definition of a U.S. Holder. In addition, this discussion
  does not cover any state, local or foreign tax consequences. (see Taxation
   Canadian Federal Income Tax Consequences above). Accordingly, holders
  and prospective holders of common shares of Rockwell are urged to consult their
  own tax advisors about the specific federal, state, local, and foreign tax consequences
  to them of purchasing, owning and disposing of common shares of Rockwell, based
  upon their individual circumstances.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations,
  published Internal Revenue Service (IRS) rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time and which are subject to differing interpretations. This
  discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation which, if enacted, could be applied, possibly on
  a retroactive basis, at any time.

U.S. Holders

As used herein, a U.S. Holder means a holder of
  common shares of Rockwell who is a citizen or individual resident of the United
  States, a corporation or partnership created or organized in or under the laws
  of the United States or of any political subdivision thereof, an entity created
  or organized in or under the laws of the United States or of any political subdivision
  thereof which has elected to be treated as a corporation for United States federal
  income tax purposes (under Treasury Regulation Section 301.7701-3), an estate
  whose income is taxable in the United States irrespective of source or a trust
  subject to the primary supervision of a court within the United States and control
  of a United States fiduciary as described in Section 7701(a)(30) of the Code.
  This summary does not address the tax consequences to, and U.S. Holder does
  not include, persons subject to specific provisions of federal income tax law,
  such as tax-exempt organizations, qualified retirement plans, individual retirement
  accounts and other tax-deferred accounts, financial institutions, insurance
  companies, real estate investment trusts, regulated investment companies, broker-dealers,
  non-resident alien individuals, persons or entities that have a functional
  currency other than the U.S. dollar, shareholders subject to the alternative
  minimum tax, shareholders who hold common shares as part of a straddle, hedging
  or conversion transaction, and shareholders who acquired their common shares
  through the exercise of employee stock options or otherwise as compensation
  for services. This summary is limited to U.S. Holders who own common shares
  as capital assets and who own (directly and indirectly, pursuant to applicable
  rules of constructive ownership) no more than 5% of the value of the total outstanding
  stock of Rockwell. This summary does not address the consequences to a person
  or entity holding an interest in a shareholder or the consequences to a person
  of the ownership, exercise or disposition of any options, warrants or other
  rights to acquire common shares. In addition, this summary does not address
  special rules applicable to United States persons (as defined in Section 7701(a)(30)
  of the Code) holding common shares through a foreign partnership or to foreign
  persons holding common shares through a domestic partnership.

Distribution on Common Shares of Rockwell

In general, U.S. Holders receiving dividend distributions
  (including constructive dividends) with respect to common shares of Rockwell
  are required to include in gross income for United States federal income tax
  purposes the gross amount of such distributions, equal to the U.S. dollar value
  of such distributions on the date of receipt (based on the exchange rate on
  such date), to the extent that Rockwell has current or accumulated earnings
  and profits, without reduction for any Canadian income tax withheld from such
  distributions. Such Canadian tax withheld may be credited, subject to certain
  limitations, against the U.S. Holders federal income tax liability or,
  alternatively, may be deducted in computing the U.S. Holders federal taxable
  income by those who itemize deductions. (See more detailed discussion at Foreign
  Tax Credit below). To the extent that distributions exceed current or
  accumulated earnings and profits of Rockwell, they will be treated first as
  a return of capital up to the U.S. Holders adjusted basis in the

---

- 39 -

common shares and thereafter as gain from the sale or exchange
  of property. Preferential tax rates for long-term capital gains are applicable
  to a U.S. Holder that is an individual, estate or trust. There are currently
  no preferential tax rates for long-term capital gains for a U.S. Holder which
  is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally any gain or loss recognized upon
  a subsequent sale or other disposition of the foreign currency, including the
  exchange for U.S. dollars, will be ordinary income or loss. However, an individual
  whose realized gain does not exceed $200 will not recognize that gain, provided
  that there are no expenses associated with the transaction that meet the requirements
  for deductibility as a trade or business expense (other than travel expenses
  in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of Rockwell generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of Rockwell may, under certain circumstances, be entitled to
  a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the
  voting power and value of Rockwell) deduction of the United States source portion
  of dividends received from Rockwell (unless Rockwell qualifies as a foreign
  personal holding company or a passive foreign investment company,
  as defined below). Rockwell does not anticipate that it will earn any United
  States income, however, and therefore does not anticipate that any U.S. Holder
  will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on Rockwells
  common shares, if any, generally will not be subject to information reporting
  and generally will not be subject to U.S. backup withholding tax. However, dividends
  and the proceeds from a sale of Rockwells common shares paid in the U.S.
  through a U.S. or U.S. related paying agent (including a broker) will be subject
  to U.S. information reporting requirements and may also be subject to the 30.5%
  U.S. backup withholding tax, unless the paying agent is furnished with a duly
  completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding
  tax rules will be allowed as a refund or a credit against the U.S. Holders
  U.S. federal income tax liability, provided the required information is furnished
  to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of Rockwell
  may be entitled, at the option of the U.S. Holder, to either receive a deduction
  or a tax credit for such foreign tax paid or withheld. Generally, it will be
  more advantageous to claim a credit because a credit reduces United States federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces
  the taxpayers income subject to tax. This election is made on a year-by-year
  basis and generally applies to all foreign taxes paid by (or withheld from)
  the U.S. Holder during that year. There are significant and complex limitations
  which apply to the credit, among which is the general limitation that the credit
  cannot exceed the proportionate share of the U.S. Holders United States
  income tax liability that the U.S. Holders foreign source income bears
  to his or its worldwide taxable income. In the determination of the application
  of this limitation, the various items of income and deduction must be classified
  into foreign and domestic sources. Complex rules govern this classification
  process. In addition, this limitation is calculated separately with respect
  to specific classes of income such as passive income, high
  withholding tax interest, financial services income, shipping
  income, and certain other classifications of income. Dividends distributed
  by Rockwell will generally constitute passive income or, in the
  case of certain U.S. Holders, financial services income for these
  purposes. The availability of the foreign tax credit and the application of
  the limitations on the

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credit are fact specific, and U.S. Holders of common shares
  of Rockwell should consult their own tax advisors regarding their individual
  circumstances.

Disposition of Common Shares of Rockwell

In general, U.S. Holders will recognize gain or loss upon
  the sale of common shares of Rockwell equal to the difference, if any, between
  (i) the amount of cash plus the fair market value of any property received,
  and (ii) the shareholders tax basis in the common shares of Rockwell.
  Preferential tax rates apply to long-term capital gains of U.S. Holders that
  are individuals, estates or trusts. In general, gain or loss on the sale of
  common shares of Rockwell will be long-term capital gain or loss if the common
  shares are a capital asset in the hands of the U.S. Holder and are held for
  more than one year. Deductions for net capital losses are subject to significant
  limitations. For U.S. Holders that are not corporations, any unused portion
  of such net capital loss may be carried over to be used in later tax years until
  such net capital loss is thereby exhausted. For U.S. Holders that are corporations
  (other than corporations subject to Subchapter S of the Code), an unused net
  capital loss may be carried back three years and carried forward five years
  from the loss year to be offset against capital gains until such net capital
  loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described
  general rules describing the United States federal income tax consequences resulting
  from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of Rockwells outstanding
  shares is owned, directly or indirectly (pursuant to applicable rules of constructive
  ownership), by five or fewer individuals who are citizens or residents of the
  United States and 60% or more of Rockwells gross income for such year
  is derived from certain passive sources (e.g., from certain interest and dividends),
  Rockwell may be treated as a foreign personal holding company. In
  that event, U.S. Holders that hold common shares would be required to include
  in gross income for such year their allocable portions of such passive income
  to the extent Rockwell does not actually distribute such income. Rockwell does
  not believe that it currently qualifies as a foreign personal holding company.
  However, there can be no assurance that Rockwell will not be considered a foreign
  personal holding company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of Rockwells outstanding shares is held, directly or indirectly, by citizens
  or residents of the United States, United States domestic partnerships or corporations,
  or estates or trusts other than foreign estates or trusts (as defined by Code
  Section 7701(a)(31)), and Rockwell is found to be engaged primarily in the business
  of investing, reinvesting, or trading in securities, commodities, or any interest
  therein, it is possible that Rockwell may be treated as a foreign investment
  company as defined in Section 1246 of the Code, causing all or part of
  any gain realized by a U.S. Holder selling or exchanging common shares to be
  treated as ordinary income rather than capital gain. Rockwell does not believe
  that it currently qualifies as a foreign investment company. However, there
  can be no assurance that Rockwell will not be considered a foreign investment
  company for the current or any future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing passive
  foreign investment companies (PFIC) which can have significant
  tax effects on U.S. Holders of foreign corporations. These rules do not apply
  to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation
  that is not formed in the

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- 41 -

United States if, for any taxable year, either (i) 75% or
  more of its gross income is passive income, which includes interest,
  dividends and certain rents and royalties or (ii) the average percentage, by
  fair market value (or, if the corporation is not publicly traded and either
  is a controlled foreign corporation or makes an election, by adjusted tax basis),
  of its assets that produce or are held for the production of passive income
  is 50% or more. Rockwell appears to have been a PFIC for the fiscal year ended
  May 31, 2001, and at least certain prior fiscal years. In addition, Rockwell
  expects to qualify as a PFIC for the fiscal year ending May 31, 2001 and may
  also qualify as a PFIC in future fiscal years. Each U.S. Holder of Rockwell
  is urged to consult a tax advisor with respect to how the PFIC rules affect
  such U.S. Holders tax situation.

Each U.S. Holder who holds stock in a foreign corporation
  during any year in which such corporation qualifies as a PFIC is subject to
  United States federal income taxation under one of three alternative tax regimes
  at the election of such U.S. Holder. The following is a discussion of such alternative
  tax regimes applied to such U.S. Holders of Rockwell. In addition, special rules
  apply if a foreign corporation qualifies as both a PFIC and a controlled
  foreign corporation (as defined below) and a U.S. Holder owns, actually
  or constructively, 10% or more of the total combined voting power of all classes
  of stock entitled to vote of such foreign corporation (See more detailed discussion
  at Controlled Foreign Corporation below).

A U.S. Holder who elects to treat Rockwell as a qualified
  electing fund (QEF) will be subject, under Section 1293 of the Code,
  to current federal income tax for any taxable year to which the election applies
  in which Rockwell qualifies as a PFIC on his pro rata share of Rockwells
  (i) net capital gain (the excess of net long-term capital gain over
  net short-term capital loss), which will be taxed as long-term capital gain,
  and (ii) ordinary earnings (the excess of earnings and profits over
  net capital gain), which will be taxed as ordinary income, in each case, for
  the shareholders taxable year in which (or with which) Rockwells
  taxable year ends, regardless of whether such amounts are actually distributed.
  A U.S. Holders tax basis in the common shares will be increased by any
  such amount that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an
  effective QEF election, and the consequences of such election, will depend on
  whether the year of the election is the first year in the U.S. Holders
  holding period in which Rockwell is a PFIC. If the U.S. Holder makes a QEF election
  in such first year, i.e., a timely QEF election, then the U.S. Holder
  may make the QEF election by simply filing the appropriate documents at the
  time the U.S. Holder files his tax return for such first year. If, however,
  Rockwell qualified as a PFIC in a prior year during the U.S. Holders holding
  period, then, in order to avoid the Section 1291 rules discussed below, in addition
  to filing documents, the U.S. Holder must elect to recognize under the rules
  of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise
  recognize if the U.S. Holder sold his stock on the qualification date or (ii)
  if Rockwell is a controlled foreign corporation, the U.S. Holders pro
  rata share of Rockwells post-1986 earnings and profits as of the qualification
  date. The qualification date is the first day of Rockwells first tax year
  in which Rockwell qualified as a QEF with respect to such U.S. Holder. For purposes
  of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii)
  an untimely QEF election and either of the above-described gain-recognition
  elections under Section 1291 is referred to herein as an Electing U.S.
  Holder. A U.S. Holder who holds common shares at any time during a year
  of Rockwell in which Rockwell is a PFIC and who is not an Electing U.S. Holder
  (including a U.S. Holder who makes an untimely QEF election and makes neither
  of the above-described gain-recognition elections) is referred to herein as
  a Non-Electing U.S. Holder. An Electing U.S. Holder (i) generally
  treats any gain realized on the disposition of his Company common shares as
  capital gain; and (ii) may either avoid interest charges resulting from PFIC
  status altogether, or make an annual election, subject to certain limitations,
  to defer payment of current taxes on his share of Rockwells annual realized
  net capital gain and ordinary earnings

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- 42 -

subject, however, to an interest charge. If the U.S. Holder
  is not a corporation, any interest charge imposed under the PFIC regime would
  be treated as personal interest that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
  election, Rockwell must provide certain information regarding its net capital
  gains and ordinary earnings and permit its books and records to be examined
  to verify such information. Rockwell intends to make the necessary information
  available to U.S. Holders to permit them to make (and maintain) QEF elections
  with respect to Rockwell. Rockwell urges each U.S. Holder to consult a tax advisor
  regarding the availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to Rockwell, applies
  to the tax year for which it was made and to all subsequent tax years, unless
  the election is invalidated or terminated, or the IRS consents to revocation
  of the election. If a QEF election is made by a U.S. Holder and Rockwell ceases
  to qualify as a PFIC in a subsequent tax year, the QEF election will remain
  in effect, although not applicable, during those tax years in which Rockwell
  does not qualify as a PFIC. Therefore, if Rockwell again qualifies as a PFIC
  in a subsequent tax year, the QEF election will be effective and the U.S. Holder
  will be subject to the rules described above for Electing U.S. Holders in such
  tax year and any subsequent tax years in which Rockwell qualifies as a PFIC.
  In addition, the QEF election remains in effect, although not applicable, with
  respect to an Electing U.S. Holder even after such U.S. Holder disposes of all
  of his or its direct and indirect interest in the shares of Rockwell. Therefore,
  if such U.S. Holder reacquires an interest in Rockwell, that U.S. Holder will
  be subject to the rules described above for Electing U.S. Holders for each tax
  year in which Rockwell qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
  rules under Section 1291 of the Code will apply to (i) gains realized on the
  disposition (or deemed to be realized by reasons of a pledge) of his Rockwell
  common shares and (ii) certain excess distributions, as defined
  in Section 1291(b), by Rockwell.

A Non-Electing U.S. Holder generally would be required to
  pro rate all gains realized on the disposition of his Rockwell common shares
  and all excess distributions on his Rockwell common shares over the entire holding
  period for the common shares. All gains or excess distributions allocated to
  prior years of the U.S. Holder (excluding any portion of the holders period
  prior to the first day of the first year of Rockwell (i) which began after December
  31, 1986, and (ii) for which Rockwell was a PFIC) would be taxed at the highest
  tax rate for each such prior year applicable to ordinary income. The Non-Electing
  U.S. Holder also would be liable for interest on the foregoing tax liability
  for each such prior year calculated as if such liability had been due with respect
  to each such prior year. A Non-Electing U.S. Holder that is not a corporation
  must treat this interest charge as personal interest which, as discussed
  above, is wholly non-deductible. The balance, if any, of the gain or the excess
  distribution will be treated as ordinary income in the year of the disposition
  or distribution, and no interest charge will be incurred with respect to such
  balance. In certain circumstances, the sum of the tax and the PFIC interest
  charge may exceed the amount of the excess distribution received, or the amount
  of proceeds of disposition realized, by the U.S. Holder.

If Rockwell is a PFIC for any taxable year during which a
  Non-Electing U.S. Holder holds Rockwell common shares, then Rockwell will continue
  to be treated as a PFIC with respect to such Rockwell common shares, even if
  it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate
  this deemed PFIC status by electing to recognize gain (which will be taxed under
  the rules discussed above for Non-Electing U.S. Holders) as if such Rockwell
  common shares had been sold on the last day of the last taxable year for which
  it was a PFIC.

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- 43 -

Effective for tax years of U.S. Holders beginning after December
  31, 1997, U.S. Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a mark-to-market election). If such an election
  is made, such U.S. Holder will generally not be subject to the special taxation
  rules of Section 1291 discussed above. However, if the mark-to-market election
  is made by a Non-Electing U.S. Holder after the beginning of the holding period
  for the PFIC stock, then the Section 1291 rules will apply to certain dispositions
  of, distributions on and other amounts taxable with respect to Rockwell common
  shares. A U.S. Holder who makes the mark-to-market election will include in
  income for each taxable year for which the election is in effect an amount equal
  to the excess, if any, of the fair market value of the common shares of Rockwell
  as of the close of such tax year over such U.S. Holders adjusted basis
  in such common shares. In addition, the U.S. Holder is allowed a deduction for
  the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax
  basis in the common shares over the fair market value of such shares as of the
  close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market
  gains for the common shares in Rockwell included by such U.S. Holder for prior
  tax years, including any amount which would have been treated as a mark-to-market
  gain for any prior tax year but for the Section 1291 rules discussed above with
  respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for
  shares that were allowed as deductions for prior tax years. A U.S. Holders
  adjusted tax basis in the common shares of Rockwell will be adjusted to reflect
  the amount included in or deducted from income as a result of a mark-to-market
  election. A mark-to-market election applies to the taxable year in which the
  election is made and to each subsequent taxable year, unless Rockwell common
  shares cease to be marketable, as specifically defined, or the IRS consents
  to revocation of the election. Because the IRS has not established procedures
  for making a mark-to-market election, U.S. Holders should consult their tax
  advisors regarding the manner of making such an election. No view is expressed
  regarding whether common shares of Rockwell are marketable for these purposes
  or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of Rockwell common
  shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
  would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
  pursuant to corporate reorganizations, and transfers at death. The transferees
  basis in this case will depend on the manner of the transfer. In the case of
  a transfer by an Electing U.S. Holder upon death, for example, the transferees
  basis is generally equal to the fair market value of the Electing U.S. Holders
  common shares as of the date of death under Section 1014 of the Code. The specific
  tax effect to the U.S. Holder and the transferee may vary based on the manner
  in which the common shares are transferred. Each U.S. Holder of Rockwell is
  urged to consult a tax advisor with respect to how the PFIC rules affect his
  or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
  respect to common shares of Rockwell, certain adverse rules may apply in the
  event that both Rockwell and any foreign corporation in which Rockwell directly
  or indirectly holds shares is a PFIC (a lower-tier PFIC). Pursuant
  to certain Proposed Treasury Regulations, a U.S. Holder would be treated as
  owning his or its proportionate amount of any lower-tier PFIC shares, and generally
  would be subject to the PFIC rules with respect to such indirectly-held PFIC
  shares unless such U.S. Holder makes a timely QEF election with respect thereto.
  Rockwell intends to make the necessary information available to U.S. Holders
  to permit them to make (and maintain) QEF elections with respect to each subsidiary
  of Rockwell that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who
  does not make a timely QEF election with respect to a lower-tier PFIC generally
  would be subject to tax (and the PFIC interest charge) on (i) any

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- 44 -

excess distribution deemed to have been received with respect
  to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from
  a so-called indirect disposition of such shares. For this purpose,
  an indirect disposition of lower-tier PFIC shares would generally include (i)
  a disposition by Rockwell (or an intermediate entity) of lower-tier PFIC shares,
  and (ii) any other transaction resulting in a diminution of the U.S. Holders
  proportionate ownership of the lower-tier PFIC, including an issuance of additional
  common shares by Rockwell (or an intermediate entity). Accordingly, each prospective
  U.S. Holder should be aware that he or it could be subject to tax even if such
  U.S. Holder receives no distributions from Rockwell and does not dispose of
  its common shares. Rockwell strongly urges each prospective U.S. Holder to
  consult a tax advisor with respect to the adverse rules applicable, under the
  Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
  respect to Rockwell common shares while Rockwell is a PFIC unless the U.S. Holder
  makes a timely QEF election. For example under Section 1298(b)(6) of the Code,
  a U.S. Holder who uses PFIC stock as security for a loan (including a margin
  loan) will, except as may be provided in regulations, be treated as having made
  a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Rockwell
  is owned, actually or constructively, by citizens or residents of the United
  States, United States domestic partnerships or corporation, or estates or trusts
  other than foreign estates or trusts (as defined by Code Section 7701(a)(31)),
  each of which own, actually or constructively, 10% or more of the total combined
  voting power of all classes of shares entitled to vote of Rockwell (United
  States Shareholder), Rockwell could be treated as a controlled foreign
  corporation (CFC) under Subpart F of the Code. This classification
  would effect many complex results, one of which is the inclusion of certain
  income of a CFC which is subject to current U.S. tax. The United States generally
  taxes United States Shareholders of a CFC currently on their pro rata shares
  of the Subpart F income of the CFC. Such United States Shareholders are generally
  treated as having received a current distribution out of the CFCs Subpart
  F income and are also subject to current U.S. tax on their pro rata shares of
  increases in the CFCs earnings invested in U.S. property. The foreign
  tax credit described above may reduce the U.S. tax on these amounts. In addition,
  under Section 1248 of the Code, gain from the sale or exchange of shares by
  a U.S. Holder of common shares of Rockwell which is or was a United States Shareholder
  at any time during the five-year period ending on the date of the sale or exchange
  is treated as ordinary income to the extent of earnings and profits of Rockwell
  attributable to the shares sold or exchanged. If a foreign corporation is both
  a PFIC and a CFC, the foreign corporation generally will not be treated as a
  PFIC with respect to United States Shareholders of the CFC. This rule generally
  will be effective for taxable years of United States Shareholders beginning
  after 1997 and for taxable years of foreign corporations ending with or within
  such taxable years of United States Shareholders. Special rules apply to United
  States Shareholders who are subject to the special taxation rules under Section
  1291 discussed above with respect to a PFIC. Because of the complexity of Subpart
  F, a more detailed review of these rules is outside of the scope of this discussion.
  Rockwell does not believe that it currently qualifies as a CFC. However, there
  can be no assurance that Rockwell will not be considered a CFC for the current
  or any future taxable year.

F.    Dividends and Paying Agents

Not applicable.

G.    Statement by Experts

Not applicable.

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- 45 -

H.    Documents on Display

Exhibits attached to this Form 20-F are also available for
  viewing at the offices of Rockwell, Suite 1020  800 West Pender Street,
  Vancouver, British Columbia V6C 2V6 or on request of Rockwell at 604-684-6365,
  attention: Shirley Main. Copies of Rockwells financial statements and
  other continuous disclosure documents required under the British Columbia Securities
  Act are available for viewing on the internet at www.sedar.com.

I.    Subsidiary Information

Not applicable.

ITEM 11QUANTITATIVE AND QUALITATIVE
  DISCLOSURES ABOUT MARKET RISK

(a)    Transaction Risk and currency Risk Management

Rockwells operations do not employ financial instruments
  or derivatives that are market sensitive and Rockwell does not have financial
  market risks.

(b)    Exchange Rate Sensitivity

Rockwell has mineral properties located in Chile and as such
  is not exposed to the effects of exchange rate fluctuations related to the US
  dollar. Its assets and liabilities are primarily denominated in Canadian dollars
  and the financial statements are reported in Canadian dollars.

(c)    Interest Rate Risk and Equity Price
  Risk

Rockwell is equity financed and does not have any debt which
  would be subject to interest rate change risks.

(d)    Commodity Price Risk

While the value of Rockwells mineral properties can
  always be said to relate to the price of the commodity and the outlook for same,
  Rockwell does not have any operating mines nor economic ore and hence does not
  have any hedging or other commodity based risks respecting its operations.

ITEM 12DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES

A.    Debt Securities

Not applicable.

B.    Warrants and Rights

Not applicable. (Rockwells warrants are non-transferable
  and no market exists for them. Rockwell has issued no rights.)

C.    Other Securities

Not applicable.

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- 46 -

D.    American Depositary Shares

Not applicable.

PARTII

ITEM 13DEFAULTS, DIVIDEND ARREARAGES
  AND DELINQUENCIES

Not applicable.

ITEM 14MATERIAL MODIFICATIONS TO
  THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15[RESERVED]



ITEM 16[RESERVED]

PART III

ITEM 17FINANCIAL STATEMENTS

The following attached financial statements are incorporated herein:

|(1) | Auditors Report on the consolidated financial statements;                                                
|--- | ----------------------------------------------------------------------------------------------------------
|(2) | Consolidated balance sheets as at May 31, 2003 and 2002;                                                  
|(3) | Consolidated statements of operations and deficit for each of the years ended May 31, 2003, 2002 and 2001;
|(4) | Consolidated statements of cash flows for the periods referred to in (3) above;                           
|(5) | Notes to the consolidated financial statements;                                                           

ITEM 18FINANCIAL STATEMENTS

NOT APPLICABLE. See Item 17.

ITEM 19EXHIBITS

The following Exhibits are filed with this Annual Report on Form 20F in the current year:

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- 47 -

|Exhibit | Description                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                   
|4.1     | Mineral Properties Transfer Agreement among Hunter Dickinson
      Group Inc., and Rockwell Ventures Inc. and Amarc Resources Ltd.                
|        |                                                                                                                                                   
|4.2     | Option Assignment Agreement between Hunter Dickinson Group
      Inc. and Rockwell Ventures Inc.                                                  
|        |                                                                                                                                                   
|4.3     | Geological, Management and Administration Services Agreement
      between Hunter Dickinson Inc. and Rockwell Ventures Inc.                       
|        |                                                                                                                                                   
|12.1    | Certification of Chief Executive Officer                                                                                                          
|        |                                                                                                                                                   
|12.2    | Certification of Chief Financial Officer                                                                                                          
|        |                                                                                                                                                   
|99.1    | Audited financial statements as at May 31, 2003 and 2002 and for the years
      ended May 31, 2003, 2002, and 2001, and auditor's report thereon.

SIGNATURES

The Registrant certifies that it meets all of the requirements
  for filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this annual report on its behalf.

ROCKWELL VENTURES INC.

Per:

/s/ Jeffrey R. Mason 
  JEFFREY R. MASON 
  Director, Chief Financial Officer, and Secretary

DATED:   October 15, 2003

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