---

**UNITED STATES
  SECURITIES 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 1934

For the fiscal year ended **May 31, 2005**
  (with other information to August 31, 2005 except where noted)

OR

 ̈ TRANSITION REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to
_______________

Commission file number 000-30588

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

NOT APPLICABLE(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, 2005. 94,455,775 Common Shares without Par
Value

Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or

---

- ii -

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.

Yes x               
  No  ̈

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, 2005 the Bank
of Canada noon rate for Canadian Dollars was US$1.00:Cdn$ 1.2552 (see Item
3A for further historical Exchange Rate Information).

---



T A B L E    O F    C O N T E
  N T S

|         |                                                                                   |     
|-------- | --------------------------------------------------------------------------------- | ----
|         |                                                                                   | PAGE
|         |                                                                                   |     
|PART 1   |                                                                                   | 1   
|         |                                                                                   |     
|ITEM 1.  | IDENTITY OF DIRECTORS, SENIOR
      MANAGEMENT AND ADVISERS                       | 2   
|         |                                                                                   |     
|ITEM 2.  | OFFER STATISTICS AND EXPECTED
      TIMETABLE                                     | 3   
|         |                                                                                   |     
|ITEM 3.  | KEY INFORMATION                                                                   | 4   
|         |                                                                                   |     
|ITEM 4.  | INFORMATION ON THE COMPANY                                                        | 12  
|         |                                                                                   |     
|ITEM 5.  | OPERATING AND FINANCIAL REVIEW
      AND PROSPECTS                                | 26  
|         |                                                                                   |     
|ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT
      AND EMPLOYEES                                  | 34  
|         |                                                                                   |     
|ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED
      PARTY TRANSACTIONS                           | 41  
|         |                                                                                   |     
|ITEM 8.  | FINANCIAL INFORMATION                                                             | 44  
|         |                                                                                   |     
|ITEM 9.  | THE OFFER AND LISTING                                                             | 45  
|         |                                                                                   |     
|ITEM 10. | ADDITIONAL INFORMATION                                                            | 47  
|         |                                                                                   |     
|ITEM 11. | QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK                  | 61  
|         |                                                                                   |     
|ITEM 12. | DESCRIPTION OF SECURITIES OTHER
      THAN EQUITY SECURITIES                      | 62  
|         |                                                                                   |     
|PART II  |                                                                                   | 63  
|         |                                                                                   |     
|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES
      AND DELINQUENCIES                             | 64  
|         |                                                                                   |     
|ITEM 14. | MATERIAL MODIFICATIONS TO THE
      RIGHTS OF SECURITY HOLDERS AND USE OF PROCEED | 65  
|         |                                                                                   |     
|ITEM 15. | CONTROLS AND PROCEDURES                                                           | 66  
|         |                                                                                   |     
|ITEM 16. | AUDIT COMMITTEE, CODE OF ETHICS,
      ACCOUNTANT FEES AND EXEMPTIONS             | 67  
|         |                                                                                   |     
|PART III |                                                                                   | 69  
|         |                                                                                   |     
|ITEM 17. | FINANCIAL STATEMENTS                                                              | 70  
|         |                                                                                   |     
|ITEM 18. | FINANCIAL STATEMENTS                                                              | 71  
|         |                                                                                   |     
|ITEM 19. | EXHIBITS                                                                          | 72  

---

PART 1

---

 page 2 

ITEM
1.           IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

---

 page 3 

ITEM
2.           OFFER STATISTICS
AND EXPECTED TIMETABLE

Not applicable.

---

 page 4 

ITEM
3.           KEY
INFORMATION

A.      Selected Financial
Data

The following table summarizes selected consolidated financial
  data for Rockwell Ventures Inc. (the Company or Rockwell
  or the "Registrant") for the last five fiscal years ended May 31,
  2005, in Canadian dollars, presented in accordance with Canadian generally accepted
  accounting principles (Cdn GAAP). Additional information is presented
  to show the differences which would result from the application of United States
  generally accepted accounting principles (US GAAP) to the Companys
  financial information. Refer to note 12 to the consolidated financial statements
  included herein for a discussion of the material differences between Cdn GAAP
  and US GAAP and their effect on the Companys financial position and results
  of operations. The information in the table was extracted from the detailed
  consolidated financial statements and related notes included in this annual
  report, and should be read in conjunction with such financial statements and
  with the information appearing under the heading, Item 5. Operating and
  Financial Review and Prospects.

|(In Canadian Dollars, except per share amounts) |   | As at May 31, |  
|----------------------------------------------- | - | ------------- | -
|Balance Sheet Data                              |   | 2005          |  
|                                                |   |               |  
|Total assets (Cdn GAAP)                         | $ | 659,577       |  
|Total assets (US GAAP)                          |   | 612,720       |  
|Total liabilities (Cdn GAAP)                    |   | 29,976        |  
|Total liabilities (US GAAP)                     |   | 29,976        |  
|Share capital (Cdn GAAP)                        |   | 11,815,792    |  
|Share capital (US GAAP)                         |   | 11,815,792    |  
|(Deficit) (Cdn GAAP)                            |   | (11,637,819   | )
|(Deficit) (US GAAP)                             |   | (12,740,977   | )
|Net assets (deficiency) (Cdn GAAP)              |   | 629,601       |  
|Net assets (deficiency) (US GAAP)               |   | 582,744       |  

|                               |   | Year ended May 31, | 
|------------------------------ | - | ------------------ | 
|Statement of Operations Data   |   | 2005               | 
|Revenues (US and Cdn GAAP)     | $ | Nil                | 
|Loss for the year(1)(Cdn GAAP) |   | 1,485,694          | 
|Loss for the year(1)(US GAAP)  |   | 1,485,694          | 
|Loss per share (Cdn GAAP)      | $ | 0.02               | 
|Loss per share (US GAAP)       | $ | 0.02               | 

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.

Except as otherwise indicated, all dollar amounts are stated in
Canadian dollars, Rockwells functional and reporting currency. The following
table sets out the exchange rates, based on the noon rates as reported by the
Bank of Canada, for the conversion of Canadian dollars into one United States
dollar in effect at the end of the specified periods, the average exchange rates
during such periods (based on daily

---

 page 5 

noon rates as reported by the Bank of Canada) and the range of
high and low exchange rates for such periods:

Exchange Rates

|                   |  | Years Ended May 31 | 
|------------------ |  | ------------------ | 
|                   |  | 2005               | 
|End of Period      |  | 0.7994             | 
|Average for Period |  | 0.7937             | 
|High for Period    |  | 0.8493             | 
|Low for Period     |  | 0.7261             | 

The following table sets out the high and low exchange rates,
based on the noon rate as reported by the Bank of Canada, for the conversion of
Canadian dollars into one United States dollar, for the following periods:

Exchange Rates

|            | High   | Low    | 
|----------- | ------ | ------ | 
|March 2005  | 0.8349 | 0.8004 | 
|April 2005  | 0.8232 | 0.7956 | 
|May 2005    | 0.8083 | 0.7872 | 
|June 2005   | 0.8159 | 0.7951 | 
|July 2005   | 0.8298 | 0.8044 | 
|August 2005 | 0.8411 | 0.8205 | 

On August 31, 2005 the noon rate as reported by the Bank of
Canada for the conversion of United States dollars into Canadian dollars was
Cdn$0.8411 per United States dollar.

B.      Capitalization and
Indebtedness

Not applicable.

C.      Reasons for the Offer and
Use of Proceeds

Not applicable.

D.      Risk Factors

This annual report contains forward-looking statements which
relate to future events or Rockwells future performance, including its future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, or potential or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in enumerated in this section entitled Risk
Factors, that may cause Rockwells or the mining industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

---

 page 6 

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect Rockwells current
judgment regarding the direction of its business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested in this annual report. Except
as required by applicable law, including the securities laws of the United
States, Rockwell does not intend to update any of the forward-looking statements
to conform these statements to actual results.

An investment in Rockwells common stock involves a number of
very significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this annual report in
evaluating Rockwell and its business before purchasing shares of Rockwells
common stock. Rockwells business, operating results and financial condition
could be seriously harmed due to any of the following risks. The risks described
below are not the only ones facing Rockwell. Additional risks not presently
known to Rockwell may also impair its business operations. You could lose all or
part of your investment due to any of these risks.

Risks Associated With Mining

All Rockwells properties are in the exploration stage.
There is no assurance that Rockwell can establish the existence of any mineral
resource on any of its properties in commercially exploitable quantities. Until
Rockwell can do so, it cannot earn any revenues from operations and if it does
not do so it will lose all of the funds that it expends on exploration. If
Rockwell does not discover any mineral resource in a commercially exploitable
quantity, its business will fail.

Despite exploration work on Rockwells mineral properties,
Rockwell has not established that any of them contain any mineral reserves, nor
is there any assurance that it will be able to do so. If Rockwell does not, its
business will fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The probability of an
individual prospect ever having a reserve that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is remote. If none of our
current or future mineral resource properties contains any reserve, any funds
that Rockwell spends on exploration will be lost.

Even if Rockwell discovers a mineral reserve, there can
be no assurance that the related property will be developed.

Even if Rockwell eventually discovers a mineral reserve on one
or more of its properties, there can be no assurance that it will be able to
develop the properties into producing mines. Both mineral exploration and
development involve a high degree of risk and few properties which are explored
are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond Rockwells
control, and any of them could increase costs and make extraction of any
identified mineral resource unprofitable.

---

 page 7 

Mineral operations are subject to applicable law and
government regulation. Even if Rockwell discovers a mineral resource in a
commercially exploitable quantity, these laws and regulations could restrict or
prohibit the exploitation of that mineral resource. If Rockwell cannot exploit
any mineral resource that it might discover on our properties, its business may
fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labor standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that Rockwell will be able to obtain or maintain any of the permits
required for the continued exploration of its mineral properties or for the
construction and operation of a mine on its properties at economically viable
costs. If Rockwell cannot accomplish these objectives, our business could
fail.

Rockwell believes that it is in compliance with all material
laws and regulations that currently apply to its activities but there can be no
assurance that it can continue to do so. Current laws and regulations could be
amended and the Company might not be able to comply with them, as amended.
Further, there can be no assurance that Rockwell will be able to obtain or
maintain all permits necessary for our future operations, or that it will be
able to obtain them on reasonable terms. To the extent such approvals are
required and are not obtained, Rockwell may be delayed or prohibited from
proceeding with planned exploration or development of its mineral
properties.

In addition, environmental hazards unknown to Rockwell which
have been caused by previous or existing owners or operators of the properties
may exist on the properties in which Rockwell holds an interest. Even if
Rockwell relinquishes its licenses, it will still remain responsible for any
required reclamation and rehabilitation of the properties.

Mineral exploration and development are subject to
extraordinary operating risks. Rockwell does not currently insure against these
risks. In the event of a cave-in or similar occurrence, Rockwells liability may
exceed its resources, which would have an adverse impact on the
Company.

Mineral exploration, development and production involve many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Hazards such as unusual or unexpected formations
and other conditions are involved.

Rockwells operations will be subject to all the hazards and
risks inherent in the exploration, development and production of resources,
including liability for pollution, cave-ins or similar hazards against which it
cannot insure against or which it may elect not to insure. Any such event could
result in work stoppages and damage to property, including damage to the
environment. Rockwell does not currently maintain any insurance coverage against
these operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material, adverse impact on Rockwell.

Mineral prices are subject to dramatic and unpredictable
fluctuations.

Rockwell expects to derive revenues, if any, from the
extraction and sale of precious and base metals such as copper, nickel and
cobalt. The prices of those commodities has fluctuated widely in recent years,
and is affected by numerous factors beyond Rockwells control including
international, economic and political trends, expectations of inflation,
currency exchange fluctuations, interest rates, global or regional consumptive
patterns, speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of these
factors on the price of base and

---

 page 8 

precious metals, and, therefore, the economic viability of any
of Rockwells exploration projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no
assurance that Rockwell will continue to be successful in acquiring mineral
claims. If Rockwell cannot continue to acquire properties to explore for mineral
resources, it may be required to reduce or cease operations.

The mineral exploration, development, and production industry
is largely unintegrated. Rockwell competes with other exploration companies
looking for mineral resource properties and the resources that can be produced
from them. However, the mining business operates in a worldwide market, and
prices for minerals are derived from relatively pure market forces. Accordingly,
competition to sell any metals or concentrates produced should not be an issue
if metals prices warrant production

Rockwell competes with many companies possessing greater
financial resources and technical facilities. This competition could adversely
affect Rockwells ability to acquire suitable prospects for exploration in the
future. Accordingly, there can be no assurance that Rockwell will acquire any
interest in additional mineral resource properties that might yield reserves or
result in commercial mining operations.

Risks Related to Rockwell

Rockwell is an exploration stage mining company with a
history of operating losses and no assurance of revenues.

Rockwell is an exploration stage company whose operating
history has been restricted to the acquisition and exploration of properties for
mineral deposits. This does not provide a meaningful basis for an evaluation of
Rockwells prospects if it ever determines that it has a mineral reserve and
commences the construction and operation of a mine. Rockwell has, to date, no
revenue from operations and a history of net losses resulting in an accumulated
deficit of over $11.6 million at May 31, 2005.

Rockwell expects to continue to incur significant losses into
the foreseeable future. There can be no assurance 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 earn revenues.

Rockwell requires additional financing in order to
continue in business as a going concern, the availability of which is
uncertain.

Rockwell requires additional financing to fund its operations.
At May 31, 2005 working capital was approximately $0.5 million. Rockwells cash
resources are currently not sufficient to continue operations at current levels.
There can be no assurance that additional financing will be available to
Rockwell when needed or, if available, that it can be obtained on commercially
reasonable terms.

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.

If Rockwell fails to raise sufficient financing to meet its
ongoing cash needs, it will be forced to scale down or perhaps even cease the
operation of its business, which may result in the loss of some or all of your
investment in Rockwells common stock.

There is no guarantee of title to Rockwells
properties.

---

 page 9 

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
properties.

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.

Some of Rockwells directors and officers serve on the
boards of other exploration companies, which could potentially give rise to
conflicts of interest.

Some of Rockwells 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. 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 Business Corporations 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 judgment 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.

The loss of any of Rockwells key management employees
could have a material adverse effect on Rockwells business.

The nature of Rockwells business and the Companys ability to
continue its exploration activities and to exploit any mineral reserves that it
may find in the future depends, in large part, on Rockwells ability to attract
and maintain qualified key management personnel. Competition for such personnel
is intense, and there can be no assurance that Rockwell will be able to attract
and retain such personnel. Rockwells development now and in the future will
depend on the efforts of key management figures, such as Ronald W. Thiessen,
Rockwells Chief Executive Officer, and Jeffrey R. Mason, Chief Financial
Officer. The loss of any of these key people could have a material adverse
effect on Rockwells business. Rockwell does not currently maintain key-man life
insurance on any of its key employees.

One of Rockwells properties is located in Chile, and its
operations there may be affected by varying degrees of political and economic
uncertainties.

One of Rockwells properties is located in Chile, and mineral
exploration and mining activities there may

---

 page 10 

be affected in varying degrees by political stability and
economic uncertainties. Operations also 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. 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. Any shifts in
political or economic conditions, and any changes to government regulations
relating to the mining industry and foreign investors in Chile, are beyond the
control of Rockwell and may adversely affect its business.

Absence of dividends.

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

Rockwell expects to be a passive foreign investment
company, which could have 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, that it may also have been a PFIC in prior years, and that
it 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.

Rockwells stock is a penny stock. Trading of Rockwells
stock may be restricted by the SEC's penny stock regulations which may limit a
stockholder's ability to buy and sell Rockwells stock.

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 on 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.

NASD sales practice requirements may also limit a
stockholder's ability to buy and sell Rockwells stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission (see above for discussions of penny stock
rules), the National Association of Securities Dealers has adopted rules that
require that in recommending an investment to a customer, a broker-dealer must
have

---

 page 11 

reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy Rockwell common stock, which may limit your
ability to buy and sell Rockwell stock and have an adverse effect on the market
for Rockwell shares.

Rockwell has a significant number of outstanding options
and warrants, the exercise of which could result in significant equity
dilution.

At August 31, 2005, Rockwell had a significant number of share
purchase options (110,000) and warrants (35,900,000), which will likely act as
an upside damper on the trading price range of Rockwells shares. The underlying
shares issuable upon exercise of these securities represent approximately 38% of
Rockwells currently issued shares.

---

 page 12 

ITEM
4.           INFORMATION ON
THE COMPANY

SUMMARY

|A. | History and Development
        of Rockwell                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                   
|1. | The legal name of the Registrant
        is Rockwell Ventures Inc.                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Rockwell was incorporated under
        the Company Act(British Columbia) (the predecessor legislation
        to the Business Corporations Act(British Columbia)) 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 without par value.
|   |                                                                                                                                                                                                                                                                                                                                                                                   
|4. | On December 29, 2004, Rockwell
        increased its authorized share capital to consist of an unlimited number
        of Common Shares without par value.                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                   
|5. | The principal events in the
        development of Rockwells business since June 1, 2004, being the
        beginning of the most recently completed fiscal year, to August 31, 2005
        are:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                   

| | (i) | In November 2004,
        Rockwell entered into a Farmout Agreement with Amarc Resources Ltd. (Amarc),
        a company related by virtue of certain directors in common. Pursuant to
        the agreement with Amarc, Rockwell had to incur $600,000 in exploration
        expenditures to earn up to 50% interests in the Crystal and Hook exploration
        projects located in the Cariboo region of British Columbia, and in the
        M3, M4, M5, Tsil and Kalder exploration projects located in the Prince
        George region of British Columbia. In December 2004, Rockwell had earned
        its 50% interests in these properties. All of the projects are in areas
        prospective for porphyry gold-copper occurrences.                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|
|
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Drilling on the Crystal
        property yielded negative results and the property was allowed to lapse.
        Drilling on the Hook property also yielded negative results, and the Hook
        property was subsequently vended to Wildrose Resources Ltd., a company
        holding adjoining claims to the property, in consideration for Wildrose
        paying for the filing of assessment work and submitting a report to Amarc
        and Rockwell on the exploration potential of the consolidated claim group.
        Amarc and Rockwell will have an exclusive right for 45 days after receipt
        of the report to acquire an option to purchase an interest in the consolidated
        claim group. It has been decided that the Company will not acquire an
        interest in the consolidated claim group.
|
|
|
|
|
|
|
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | A total of 130 km
        of induced polarization surveys were performed on the properties in the
        Prince George region in 2004. A number of anomalies were identified, and
        the anomalies were tested with a total of eleven drill holes. As the drilling
        did not yield positive results, the properties will be allowed to lapse
        once the assessment credits have expired.                                                                                                                                                                                                                                                                                                                                                                                                                             
|
|
|
|

---

 page 13 

|   |                                                                                                                                                       | For a period of 180 days after Rockwell had earned
        its working interest, Amarc had the exclusive right to purchase, at its
        option, Rockwell's earned interests for a number of Amarc common shares
        (or cash equivalent) valued at not less than 110% of the qualified expenditures
        incurred by or for the account of Rockwell to earn its interest. As at
        June 30, 2005, Amarc did not exercise its option to reacquire Rockwells
        interest on any of the properties. Consequently, Amarcs right of
        call expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (ii)                                                                                                                                                  | In December 2004, Minera Ricardo Resources Inc. S.A.,
        Rockwells wholly-owned subsidiary, received the results of an exploration
        drilling program at Rockwells Ricardo property, located near Calama,
        Chile. The exploration program was carried out by Rio Tinto Mining and
        Exploration Ltd. (Rio Tinto) pursuant to a letter of understanding
        entered into between Rockwell and Rio Tinto in January 2004. The letter
        of understanding contemplated that Rio Tinto could acquire a 100% interest
        in a majority of the claims which make up the Ricardo Property, by making
        annual option payments, spending US$4,000,000 on exploration on the property
        over four years and pay all property taxes and property maintenance costs.
        The exploration program included geological and geophysical compilation
        and drilling of eight holes totaling 2,296 meters in three areas. One
        hole was drilled by reverse circulation methods, and the others were a
        combination of reverse circulation collars and core drilling in bedrock.
        The first six holes were drilled on the western border of the property.
        Another hole was drilled within the an area known as the West Fissure
        Zone, and the last hole was drilled near the northeast corner of the property
        as a wildcat hole to test a wide, untested area. Rio Tinto concluded that
        none of these areas warranted further drilling, although targets associated
        with the West Fissure Zone remained. In January 2005, Rio Tinto terminated
        its letter of understanding with Rockwell in respect of the Ricardo property.
        Rockwell believes there are targets on the property that have not been
        tested, and plans to seek partners to carry out further exploration.
|   |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | Rockwells principal capital expenditures
        and material divestitures in the past three fiscal years ended May 31,
        2005 are as follows:

| |      |                 |  |              |  |   | Exploration    |  |              | 
| | ---- | --------------- |  | ------------ |  | - | -------------- |  | ------------ | 
| |      |                 |  |              |  |   | Expenditures   |  |              | 
| |      | Exploration     |  |              |  |   | Expensed       |  |              | 
| |      | Expenditures    |  | Mineral      |  |   | (excluding     |  | Mineral      | 
| |      | Deferred        |  | Property     |  |   | related stock- |  | Property     | 
| |      | (capitalized or |  | Acquisitions |  |   | based          |  | Acquisitions | 
| | Year | invested)       |  | Capitalized  |  |   | compensation)  |  | Expensed     | 
| | 2005 | nil             |  | nil          |  | $ | 920,902        |  | nil          | 
| | 2004 | nil             |  | nil          |  | $ | 525,619        |  | nil          | 
| | 2003 | nil             |  | nil          |  | $ | 482,256        |  | nil          | 

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

---

 page 14 

Exploration ExpendituresRicardo Property
    $
      274,000M3,
      M4, M5, Tsil and Kalder projects
    nil


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.

Hunter Dickinson Inc.

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,
2005 except as follows:

|(a) | The Company does not have full-time management or
        employees. Hunter Dickinson Inc. ("HDI") provides management
        services to the Company, pursuant to a geological and administrative services
        agreement dated January 1, 2001 and included as Exhibit 4.1. HDI is one
        of the larger independent mining exploration groups in North America and
        as of August 31, 2005, employed or retained approximately 90 staff or
        service providers substantially on a full-time basis. Of these:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | approximately 40%
        are professional technical staff (a large majority of whom have accreditation
        as a professional engineer or professional geoscientist);
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | approximately 15%
        are professional accountants (the majority of whom have professional accreditations);
        and                                              
|
| |  | approximately 45% are administrative,
        office or field support personnel.                                                                                         

HDI has supervised mineral exploration projects throughout
Canada and internationally in Brazil, Chile, the United States (Nevada and
Alaska), Mexico and South Africa. HDI allocates the costs of staff input into
projects based on time records of involved personnel. Costs of 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 that are considered by the Company's management to be competitive with
arms-length suppliers. The shares of HDI are owned equally by each of the
participating corporations (including Amarc) as long as HDI services are being
provided however such participant surrenders its single share at the time of
termination of the Services Agreement described below. HDI is managed by the
directors of Amarc and who are generally the controlling directors of the other
corporate participants in the arrangements with of HDI.

C.      Organizational
Structure

Rockwell is based in British Columbia, Canada. It has the
following subsidiaries:

---

 page 15 

| | 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
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                             
| | 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 holds its interest in the Ricardo Property in Chile
through Minera Ricardo Resources Inc. S.A.

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 (IP) Anomaly                         |  | A geophysical feature,
        which is considered to be different in appearance from the typical survey
        results (background) when tested for levels of electro-conductivity. An
        IP anomaly may be indicative of mineralization.                                                                                                             
| | --------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
| |                                                           |  |                                                                                                                                                                                                                                                                                                                                                              
| | Very Low Frequency Electromagnetic (VLF-
      EM) Survey |  | Method involves
        measurement of time varying low frequency electromagnetic fields in and
        over the earth, when these impinge on conducting formations or mineralized
        bodies at depth they produce currents that are measured at surface.                                                                                               
|
|
|
| |                                                           |  |                                                                                                                                                                                                                                                                                                                                                              
| | Magnetotelluric Survey                                    |  | An electromagnetic
        survey in which natural electric (two horizontal component) and magnetic
        (three component) fields are measured.                                                                                                                                                                                                           
|
| |                                                           |  |                                                                                                                                                                                                                                                                                                                                                              
| | Metallogenic Belt                                         |  | Mineral deposits
        that occur in a particular geographic area or in a trend and are related
        in space or time to the regional geological features.                                                                                                                                                                                              
|
|
| |                                                           |  |                                                                                                                                                                                                                                                                                                                                                              
| | 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                                                                                                                  
|
|
|
| |                                                           |  |                                                                                                                                                                                                                                                                                                                                                              
| | Resistivity                                               |  | An exploration method
        in which an electrical current is introduced into the ground by two contact
        electrodes and the potential differences are measured between any two
        other electrodes. Resistivity anomalies display the difference between
        fresh rock and rock in which metallic minerals or other changes have occurred.
|
|
|
|
| |                                                           |  |                                                                                                                                                                                                                                                                                                                                                              
| | Sulphide                                                  |  | A compound of sulphur
        with another element, typically a metallic element or compound.                                                                                                                                                                                                                                                                
|

---

 page 16 

B.      Measurement

Conversion of metric units into imperial equivalents is as
follows:

|Metric Units | Multiply by | Imperial Units            
|------------ | ----------- | --------------------------
|hectares     | 2.471       | = acres                   
|meters       | 3.281       | = feet                    
|kilometers   | 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 acquire 100% of the issued and outstanding shares of Minera
Ricardo Resources Inc. S.A. (Ricardo), in exchange for 22,400,000 shares of
Rockwell. Rockwell subsequently transferred a 0.1% interest in Ricardo to 549949
BC Ltd., Rockwells wholly-owned British Columbia subsidiary. Ricardo is the
owner of 66 exploration and exploitation mining concessions covering an area of
approximately 162.5 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.

---

 page 17 

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.

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 meters. The area is
  accessed by Highway 25 from the port city of Antofagasta, located 205 kilometers
  to the southwest (Figure 1).




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. Rockwell believes this
construction usurps Ricardo's constitutional mining rights. Accordingly, in
order to preserve access to its mineral

---

 page 18 

concessions, in November 2002 Ricardo applied for several
easements on its Ricardo Property to prevent Codelco from further developing its
construction project over Ricardo's mining rights. These matters are before the
law courts of Chile.

Figure 2, below, illustrates the exploration and exploitation
concessions controlled by Ricardo, covering an area of approximately 16,250
hectares:



The following is summarized from company files and reports.

Exploration Programs to Date

In 1988, Dr. Richard Baker and Jay Fuller acquired control of
the Ricardo Property. 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
meters. 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.

---

 page 19 

The six holes that reportedly drilled into bedrock at depths of
202 to 463 meters encountered biotite schist (metamorphic rocks), dacitic tuffs
and breccias (rocks that have been broken up and re-cemented), and andesites
(volcanic rock of intermediate composition). Summaries of geologic logs report
abundant pyrite and traces of chalcopyrite (copper sulphide) within the biotite
schist in the bottom 80 meters 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 volcanic rocks and some pyrite in the bottom 202
meters of its 404 meters 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
meters were drilled in one diamond core and 13 rotary holes with spot coring.
All holes were located to the east of the Doña Ines 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 (ands and gravels) commonly underlain by
conglomerates (rocks comprised of cemented pebbles). Bedrock was logged as
rhyolite tuff, altered granite, aplite porphyry (fine grained granite with
porphyry texture), coarse-grained porphyry, and biotite schist (metamorphic
rocks). Subsequent studies conclude that a series of post-mineral (after
mineralization) 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 meters and continuing to about 428 meters. 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 warrants additional
drilling. It is also significant that the relatively shallow bedrock surface in
RF-6 (138 meters) 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.

---

 page 20 

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 meters) 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 meters. 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 combination, of rotary drilling above
bedrock and claystone/limestone sediments, and coring below. All six were
drilled approximately two to three kilometers 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.

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 kilometers,
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 meters.
|

The caliche cover also complicated a continuous magnetotelluric
survey, consisting of 59.1 line kilometers 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 (above) 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.

In February 2000, Rockwell entered into a letter of intent (the
Letter of Intent) for an option to purchase agreement on its Ricardo Property
with Empresa Minera de Mantos Blancos S.A. (Mantos Blancos), a

---

 page 21 

subsidiary of Anglo-American PLC, and Ricardo, by then a wholly
owned subsidiary of Rockwell. 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% net smelter
royalty (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.

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 meters.

In January 2004, Ricardo signed a Letter of Understanding with
Rio Tinto Mining and Exploration Ltd. (Rio Tinto), which contemplated the
acquisition by Rio Tinto of a 100% interest in a majority of the claims which
make up the Ricardo Property. Rio Tinto was to earn its interest under the
Letter of Understanding by making annual option payments over a four year
period, totalling US$6 million, as well as paying all property taxes and
property maintenance costs for the duration of the agreement. To keep the option
in good standing, Rio Tinto was also required to spend US$4 million on
exploration on the property during the four years. Rio Tinto committed to an
initial option payment of US$150,000 and exploration expenditures of US$250,000
including 2,000 metres of drilling in the first year. Rockwell was to retain a
1% NSR, with Rio Tinto also having the option to purchase the first 0.5% of the
NSR for US$5 million and the remaining 0.5% of the NSR for US$7 million.

From April to June 2004, Rio Tinto carried out an exploration
program at Ricardo comprising 8 vertical drill holes, totaling 2,296 meters,
including holes drilled fully by reverse circulation rigs and holes that were
drilled by reverse circulation (RC) rigs in the upper part and by core rigs in
the lower part. Six holes were drilled in the western border of the property to
test the possible southeastward extension of the Opache mineralized system on an
adjacent property, and to test an area of pyritic mineralization indicated in
previous holes by Anglo American. Four holes intersected weakly altered
andesite. It is not expected that a significant zone of porphyry mineralization
is located in the vicinity. One hole intersected strongly altered andesite with
2-5% pyrite mineralization and weak quartz veining, confirming the likelihood
that porphyry mineralization is present on the adjacent property. The sixth hole
did not intersect mineralization.

The seventh hole was drilled within the West Fault Zone to test
the possible southwestward extension of an altered intrusion hosting pyritic
mineralization that had been intersected in a previous hole by INCO. It tested a
horst block between the east and west faults within the West Fault system, and
intersected unaltered Paleozoic rocks. Although Rio Tinto concluded that the
alteration system was closed off by the hole, Rockwells consultant believes
that the hole may be on the east side of the most favorable part of the West
Fault corridor, so further potential exists in this area.

The final hole was drilled near the northeastern corner of the
property to test an area that had not been previously drilled. The hole
intersected unaltered dacites below thick gravels.

Geophysicists from Zonge, a geophysical contractor, conducted a
review of existing IP and analogue magnetotelluric (AMT) geophysical images and
processed data, and where available, raw data for Rio Tinto to detect
mineralized or altered zones beneath the thick gravel cover. Neither of these
types of zones was detected, but AMT appears to be useful in tracing the east
and west faults of the West Fault system. The geological and geophysical
information and remote sensing images were used for a broader structural
interpretation of the property.

---

 page 22 

Rio Tinto concluded that none of these areas warranted further
drilling, although targets associated with the West Fissure Zone remained. In
January 2005, Rio Tinto terminated its Letter of Understanding with Rockwell in
respect of the Ricardo Property.

Geology

The Ricardo Property is situated within the Precordillera of
Northern Chile, over a major north-south striking complex zone, locally known as
the West Fault system or West Fissure. On a regional scale, this complex
structure forms part of a much larger and more complex structural zone, known as
the Domeyko Fault System, which is spatially related to the prolific,
north-south trending, Upper Eocene-Oligocene porphyry copper metallogenic belt
of northern Chile. This plus 600 kilometer long belt hosts individual world
class porphyry copper deposits and clusters of deposits, including Quebrada
Blanca-Collahuasi, El Abra, RT-Chuquicamata-MM-Toki-Opache, Gaby,
Escondida-Zaldivar-Chimborazo and El Salvador-Potrerillos. The Ricardo mineral
holdings cover the southern end of the Chuquicamata-Calama district, the largest
porphyry copper cluster known to date within the belt and which includes the
RT-Chuquicamata-MM-Toki-Opache deposits. Porphyry copper-style mineralization
identified in the MM, Toki and Opache deposits is located on ground adjacent to
the Ricardo property and the giant Chuquicamata deposit lies approximately 15
kilometers north of the Ricardo claims.

The oldest units in the area are Paleozoic metamorphosed
sedimentary and intrusive rocks; intrusions are associated with copper
occurrences. Triassic conglomerates and arenites (sedimentary rocks), and
rhyolitic to andesitic breccias, tuffs and flows (volcanic rocks) overlie the
Paleozoic sedimentary and intrusive rocks. From drill hole information, it has
been determined that volcanic rocks of dacite composition are the dominant rock
type to the east of the West Fault system in the Ricardo area. These units are
overlain by Jurassic and Lower Cretaceous sedimentary rocks, then Upper
Cretaceous conglomerates and arenites with intercalated volcanic units. The
latter two units are not present in the Ricardo area. Here the main unit is
Lower Cretaceous porphyritic andesite, with intercalated dacites and andesitic
breccias, and this is the dominant unit west of the West Fault Zone.
Chuquicamata Porphyry Complex, Toki Cluster and Opache Porphyry and other
intrusions in this area are of Eocene and Oligocene age. The sequence was also
uplifted and eroded, forming alluvial fan and fluvial sedimentary deposits known
in the area as the Calama Formation. These units are covered by Miocene clays,
limestones and gravels in the Ricardo area. There is no outcrop on the
property.

Sampling Method and Approach

Seven drilling campaigns have been completed.

Doña Inés drilling campaign

Drilling was accomplished with a rotary Failing drill rig.
Cuttings were recovered for 9 meter intervals in the post-mineral sedimentary
section and for 3 meter intervals in bedrock. At the bottom of each hole a 2 to
3 meter spot core was taken. An exception was hole R-17, which was deepened for
63 meters with continuous core. None of the Doña Inés samples is available at
Minera Ricardos warehouse in Calama. No information is available about sample
preparation procedures. Only samples from bedrock were analyzed for Total
copper, Soluble copper, and molybdenum. Spot cores were also analyzed for gold,
silver, lead and zinc. No information is given on analytical methods neither the
laboratory used for these assays.

Codelco drilling campaign

No information is given in Codelcos report about sampling
procedures during their campaign. All the

---

 page 23 

holes were vertical, and most were drilled by conventional
tricone and down-the-hole hammer techniques; some of the holes also included
continuous core intervals or localized spot core at different depths. Samples
from this program are not available at Minera Ricardos warehouse in Calama. No
information is given in Codelcos report about sample preparation procedures.
Elements assayed were copper, molybdenum and locally lead, zinc and arsenic. No
information is given on analytical methods neither the laboratory used for these
assays.

Freeport drilling campaign

No information is given in Freeports report about sampling
procedures during their campaign. All the holes were vertical and drilled with
tri-cone rotary bits but included some continuous core intervals and localized
spot cores at different depths. Cuttings and core samples are available at
Minera Ricardos warehouse in Calama. No information is available about sample
preparation procedures. Samples were assayed for copper and in most holes for
zinc at the Alfred H. Knight International laboratory in Antofagasta.

INCO drilling campaign

No information is given in INCOs report about sampling
procedures during their two campaigns. In the first campaign all the holes were
vertical and are thought to have been drilled with tri-cone rotary bits. The
second campaign included only vertical and angle diamond drill holes. Samples in
bedrock were taken at 2.0 to 5.0 m intervals. Cuttings and core samples are
available at Minera Ricardos warehouse in Calama. No information is given in
INCOs report about sample preparation procedures. Elements systematically
assayed in bedrock were copper, molybdenum and zinc. Only a few samples from the
post-mineral sedimentary section were assayed by the same elements. Most of the
assaying was done apparently at a CGS laboratory in Chile and some multielement
assays were run at INCOs laboratories. No information is given on analytical
methods used.

Mantos Blancos drilling campaign

No information is given in Mantos Blancos report about
sampling procedures during their campaign. All the holes were vertical and were
drilled with conventional down the whole hammer techniques. Cuttings were taken
and stored in plastic cutting boxes available at Minera Ricardos warehouse in
Calama. No information is given in Mantos Blancos report about sample
preparation procedures. T Cu and Mo were assayed systematically on 2 meter
intervals along the bedrock section of each hole. In most of the holes one every
10 samples were also assayed for Pb, Zn, Ag and Au. Overlying post-mineral
sediments were not assayed except in two holes. No information is given on
analytical methods neither the laboratory used for these assays.

RTZ drilling campaign

Through the cover sequence of Loa Formation limestone and clays
and the Calama Formation gravels, 10 metre composite samples were taken. In
bedrock and in the bottom 10 metres of cover, where the presence of exotic
copper mineralization is more likely, RC samples were taken at 2 metre
intervals. Where diamond drilling was conducted, samples were taken either at 1
metre intervals in zones of alteration, or sample intervals were based on
geological contacts where appropriate, and where no alteration or mineralization
was evident, sampling was conducted at 2 metre intervals. As a record of the
hole, sieved RC cuttings were taken and stored in plastic cutting boxes and a
one-kilogram un-sieved sample was taken. All cores from the holes were stored in
wooden core trays. All these sample materials were returned to the warehouse
rented by Ricardo Resources in Calama, at the termination of the drilling
campaign. Samples taken from the drill holes were prepared for assay by ALS
Chemex, Calama

---

 page 24 

following a protocol of weighing, drying and fine crushing of
the entire sample to -2 millimetres, followed by splitting off up to 250 g and
pulverisation of the split to better than 85% passing 75 microns. Sample
analysis for gold was carried out by ALS Chemex, La Serena using total
digestion, fire assay and atomic absorption spectrometry (AAS). Analysis for a
suite of elements was carried out by ALS Chemex, Santiago using the appropriate
acid digestion with either an inductively coupled plasma mass spectrometry
(ICPMS) or inductively coupled plasma atomic emission spectrometry (ICPAES)
finish, as appropriate. This analysis was conducted for 36 elements.

Plan of Operation

Drilling programs have tested a number of areas on the Ricardo
Property. However, Rockwell believes that a significant potential remains in
along the West Fault system in the central part of the property.

A drilling program, consisting of a minimum of four to six
angled holes, totaling 2,000 meters, along two east-west lines (denoted as
Target 1 and Target 2 in Figure 3) across the West Fault are proposed to fully
test this area. The program would cost approximately US$270,000. Rockwell is
seeking a new partner to carry out exploration on the Ricardo property.



---

 page 25 

British Columbia Properties

In November 2004, Rockwell entered into a Farmout Agreement
with Amarc Resources Ltd. (Amarc), a company related by virtue of certain
directors in common. Pursuant to the agreement with Amarc, Rockwell had to incur
$600,000 in exploration expenditures to earn up to 50% interests in the Crystal
and Hook projects located in the Cariboo region of British Columbia, and in the
M3, M4, M5, Tsil and Kalder projects located in the Prince George region of
British Columbia. The companies could then either form a joint venture to
jointly fund further exploration on the projects, or Amarc could purchase all or
any of Rockwell's earned interests in the projects for the fair value of those
interests in cash or shares, as valued at the time of acquisition. In December
2004, Rockwell earned its 50% interests in these properties. All of the projects
are in areas prospective for porphyry gold-copper occurrences.

Crystal is located 30 kilometers from 100 Mile House and Hook
is near the town of Likely. Preliminary ground surveys, consisting of geological
mapping, geochemical sampling and geophysical surveys, were carried out by Amarc
prior to the Amarc/Rockwell agreement. Reconnaissance drilling performed under
the Amarc/Rockwell agreement on the Crystal property yielded negative results
and the property was allowed to lapse. Reconnaissance drilling on the Hook
property also yielded negative results, and the Hook property was subsequently
vended to Wildrose Resources Ltd., a company holding adjoining claims to the
property, in consideration for Wildrose paying for the filing of assessment work
and submitting a report to Amarc and Rockwell on the exploration potential of
the consolidated claim group. Amarc and Rockwell had an exclusive right for 45
days after receipt of the report to acquire an option to purchase an interest in
the consolidated claim group. A decision has been made not to acquire an
interest in the consolidated claim group.

The M3 to M5 properties, located north of Prince George, were
staked by Amarc in 2004. Preliminary geophysics was carried out on M3 and M4 by
Amarc. The Tsil and Kalder properties are located north of Fort St James. Amarc
carried out preliminary geophysical surveys prior to the Amarc/Rockwell
agreement. A number of anomalies were identified and tested by a total of eight
drill holes in early 2005. An evaluation of these results has been completed and
the results do not warrant further exploration by the Company. The Company has
reviewed its potential joint venture status on the properties. The properties
will be held on assessment credits, and allowed to lapse at the end of the
assessment periods.

Amarc had the option to buy back Rockwells interest at any
time up to June 30, 2005 (the right of Call), by paying a mutually-agreed upon
price of at least $660,000 in cash or the equivalent in Amarc shares. Amarc
allowed this option to lapse unexercised.

---

 page 26 

ITEM
5.           OPERATING AND
FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of Rockwells financial
condition and results of operations for the three years ended May 31, 2005
should be read in conjunction with the Companys consolidated financial
statements and related notes included in this annual report. The consolidated
financial statements included in this annual report were prepared in accordance
with Canadian GAAP. For a reconciliation of the consolidated financial
statements to US GAAP, see note 12 to the consolidated financial statements.

Overview

Rockwell is an exploration stage company whose operating
history has been restricted to the acquisition and exploration of properties for
mineral deposits. It has not earned any revenues to date. In management's
opinion, given that the nature of the Company's business, meaningful financial
information consists primarily of the Company's liquidity and solvency.

Going Concern

Rockwells consolidated financial statements are prepared
  on the basis that it will continue operations as a going concern. However, the
  Company has no revenues and has incurred operating losses since inception. The
  ability for the Company to continue as a going concern depends on its ability
  to develop profitable operations and to continue to raise adequate financing
  to fund exploration activities on its properties. There can be no assurance
  that the Company will be able to secure the necessary financial resources, nor
  achieve profitability or positive cash flows. If the Company is unable to obtain
  adequate additional financing, it will be required to curtail its operations
  and exploration activities. Furthermore, failure to continue as a going concern
  may result in the Company not being able to realize the carrying value of its
  projects and could result in potential losses to the Companys shareholders.
  Failure to continue as a going concern would require that the Company's assets
  and liabilities be restated on a liquidation basis, which would differ significantly
  from the going concern basis.

Critical Accounting Policies

Rockwells consolidated financial statements are prepared in
accordance with Canadian GAAP and reconciled to US GAAP. Amounts are presented
in Canadian dollars unless otherwise indicated. Canadian GAAP requires
management to make estimates and assumptions that affect the reported amounts of
revenues and expenses during the reporting period. Significant areas requiring
the use of management estimates relate to the impairment of mineral property
interests, determination of asset retirement obligations and the assumptions
used in determining stock-based compensation expense. The Company bases its
estimates on historical experience and other assumptions that it believes are
reasonable in the circumstances. Actual results may differ from these estimates.
During the fiscal period ended May 31, 2005, the Company did not adopt any new
accounting policy that would have a material impact on the consolidated
financial statements, nor did it make changes to existing accounting policies.

The following critical accounting policies affect the Companys
more significant estimates and assumptions used in preparing its consolidated
financial statements:

(a)      Mineral property
interests

The acquisition costs of mineral properties are deferred until
the property is placed into production, sold, or abandoned, or when management
has determined that there has been an impairment in value.

---

 page 27 

Acquisition costs which have been deferred will be amortized on
a unit-of-production basis, over the estimated useful life of the related
property following the commencement of production, or written off if the
property is sold, allowed to lapse or abandoned.

Mineral property acquisition costs include the cash
consideration and the fair market value of common shares, based on the trading
price of the shares, on the date of issue or as otherwise provided under the
agreed terms for the mineral property interest. Costs for properties to which
the Company does not possess unrestricted ownership and exploration rights, such
as option agreements, are expensed in the period incurred, or until a
feasibility study has determined that the property is capable of economic
commercial production.

Exploration costs and option payments are expensed in the
period incurred. Recoveries are recorded in the period received.

Administrative expenditures are expensed in the period
incurred.

The Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable.

The amount shown for mineral property interests represents
acquisition costs incurred to date and does not necessarily reflect present or
future values, as they are entirely dependent upon the economic recoverability
of current and future ore reserves, of which the Company currently has none.

Under US GAAP, mineral property expenditures are expensed as
  incurred. Once a final feasibility study has been completed, additional costs
  incurred to bring the mine into production are capitalized as development costs.
  Costs incurred to access ore bodies identified in the current mining plan after
  production has commenced are considered production costs and are expensed as
  incurred. Costs incurred to extend production beyond those areas identified
  in the mining plan where additional reserves have been established are deferred
  as development costs until the incremental reserves are produced. Capitalized
  costs are amortized using the unit-of-production method over the estimated life
  of the ore body based on proven and probable reserves.

(b)      Asset retirement
obligations

The Company records the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from
the acquisition, construction, development, and/or normal use of the long-lived
assets. The Company also records a corresponding asset which is amortized over
the life of the asset. Subsequent to the initial measurement of the asset
retirement obligation, the obligation is adjusted at the end of each period to
reflect the passage of time (accretion expense) and changes in the estimated
future cash flows underlying the obligation (asset retirement cost).

Under US GAAP, Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirement Obligations (SFAS 143) requires
companies to record the fair value of the liability for closure and removal
costs associated with the legal obligations upon the retirement or removal of
any tangible long-lived assets effective June 1, 2003. Under this standard, the
initial recognition of the liability is capitalized as part of the asset cost
and depreciated over its estimated useful life.

---

 page 28 

For Canadian GAAP purposes, effective June 1, 2004, the Company
adopted the provisions of CICA HB 3110 which are substantially similar to those
of SFAS 143. HB 3110 requires the recognition of a liability at its fair value
for the obligation associated with the retirement of a tangible long-lived
asset. The adoption of this standard in the current year has no effect on
amounts previously presented.

The Company has determined that there are no material
differences in the measurement and presentation of asset retirement obligations
between Canadian GAAP and US GAAP as at May 31, 2005 and 2004.

(c)      Marketable
securities

Under Canadian GAAP, short-term marketable securities are
carried at the lower of aggregate cost or current market value, with any
unrealized loss included in the statements of operations. Long-term investments
are carried on the cost or equity basis and are only written down when there is
evidence of a decline in value that is other than temporary.

Under US GAAP, Statement of Financial Accounting Standard No.
  115, “Accounting for Certain Investments in Debt and Equity Securities”
  (“SFAS 115”) requires that certain equity investments must be classified
  into available-for-sale or trading securities and carried at fair market value.
  Any unrealized holding gains or losses are reported as a separate component
  of shareholders’ equity until realized for available-for-sale securities,
  and included in earnings for trading securities. Under SFAS 115, for the year
  ended May 31, 2005 there is no difference between the Canadian and the US GAAP
  (2004 – unrealized gain of $4,650; 2003 – unrealized loss of $7,200)
  in the Company’s investment in marketable securities.

(d)      Stock-based
compensation

The Company records all stock-based payments granted using the
fair value method.

Under the fair value method, stock-based payments are measured
at the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable, and are charged to
operations over the vesting period, with an offsetting amount to contributed
surplus. Consideration received on the exercise of stock options is recorded as
share capital and the related contributed surplus is transferred to share
capital.

Under US GAAP, Statement of Financial Accounting Standard No.
123, Accounting for Stock-Based Compensation (SFAS 123) encourages
companies to establish a fair market value based method of accounting for
stock-based compensation plans. Accounting Principles Board Opinion No. 25 (APB
25) permits the measurement of compensation cost for stock options as the
excess, if any, of the quoted market price of the Companys stock at the date of
grant over the option price. The Company has chosen to account for stock-based
compensation under SFAS 123.

New accounting and disclosure standards were introduced under
Canadian GAAP for the fiscal year ending May 31, 2003. Accordingly, there were
differences in the treatment by the Company with respect to stock-based
compensation under US GAAP and Canadian GAAP for the year ended May 31, 2003.
However, no stock-based compensation was recorded as the fair value of stock
options issued during 2003 was immaterial.

---

 page 29 

A.     Results of
Operations

Rockwells annual and quarterly operating results are primarily
affected by the level of exploration activity associated with its mineral
property interests. Economic factors such as foreign exchange fluctuations,
mineral prices and regulatory development may also affect the Companys
operating results and the volatility of the trading price of its common stock.
To managements knowledge, there are no governmental, economic, fiscal, monetary
or political policies or factors that have materially affected, or could
materially affect, directly or indirectly, the Companys operations or
investments by the Companys U.S. shareholders. Inflationary factors have not
had a material impact on the Companys operating results for fiscal 2005, 2004
or 2003. The Companys results of operations are summarized below:

Year ended May 312005
    2004
    2003EXPENSES Exploration Foreign exchange loss
      (gain) Legal, accounting and audit Office and administration
      Shareholder communications Stock-based compensation 
      administration Stock-based compensation  exploration Travel and
      conferences Trust and filing
    $ 920,902 3,105 80,078 285,618
      19,896 6,534 4,979 30,293 22,795
    $ 525,619 (34,856) 48,402 325,178
      16,987 300,812 144,208 49,325 33,139
    $ 482,256 (12,936) 25,297 242,081
      55,519   34,125 8,734TOTAL EXPENSES
    1,374,200
    1,443,670
    848,012Interest income Loss (gain) on sale of
      marketable securities Write-down of marketable securities
    (17,854) (6,138) 135,486
    (28,151) (9,645) 25,000
    (2,368)  21,600LOSS FOR THE PERIOD
    $
      1,485,694
    $
      1,396,018
    $
      854,308


Year ended May 31, 2005 (fiscal 2005) versus year ended
May 31, 2004 (fiscal 2004)

The loss for fiscal 2005 increased to $1,485,694 from
$1,396,018 in the previous year due to an increase in exploration expenses and a
write down of marketable securities. This loss was partially offset by a
decrease in stock-based compensation in fiscal 2005.

Exploration expenses (excluding exploration-related stock-based
compensation) were $920,902 in fiscal 2005 compared to $525,619 in fiscal 2004.
The exploration expenses incurred in fiscal 2005 consisted mainly of $600,000 on
the British Columbia properties pursuant to the Companys farmout agreement with
Amarc Resources Ltd., and $279,300 on the Ricardo Property. Exploration expenses
incurred in fiscal 2004 were $752,897 for the Royce Claims, which was
subsequently terminated, $272,470 on the Ricardo Property, and $200,000 in
drilling expenses pursuant to the Companys farmout agreement with Taseko Mines
Limited. Exploration expenses in fiscal 2004 were offset by a recovery of
$480,500 and proceeds of $220,000 on the disposal of the interest earned
pursuant to the farmout agreement with Taseko Mines Limited.

---

 page 30 

Write-down of marketable securities increased to $135,486 in
fiscal 2005 from $25,000 in fiscal 2004 due to the decline in the value of
Taseko Mines Limited common shares held by the Company as marketable securities.
Stock-based compensation decreased to $11,513 in fiscal 2005 from $445,020 in
fiscal 2004 due to a decrease in the number of options granted during fiscal
2005 (120,000) compared to fiscal 2004 (5,065,500).

Related Party Transactions  Fiscal 2005

Hunter Dickinson Inc. (“HDI”) is a private company
  with certain directors in common with the Company that carries out investor
  relations, geological, corporate development, administrative and other management
  services for, and incurs third party costs on behalf of the Company, on a full
  cost-recovery basis.

Costs for services rendered by HDI to the Company decreased to
$163,317 in fiscal 2005, compared to $362,377 in fiscal 2004 due to a decrease
in administrative activities.

During fiscal 2005, the Company paid $1,060 to Gordon J.
Fretwell Law Corporation, a private company controlled by a director of the
Company, for legal services.

During the year ended May 31, 2005, the Company paid $16,164 to
Euro-American Capital Corporation, a private company controlled by a director of
the Company.

Year ended May 31, 2004 (fiscal 2004) versus year ended
May 31, 2003 (fiscal 2003)

Loss for the year increased to $1,396,018 in fiscal 2004 from
$854,308 in fiscal 2003 due primarily to the effect of $445,020 of stock-based
compensation expensed during 2004.

Exploration expenses (excluding exploration-related stock-based
compensation) totaled $525,619 in fiscal 2004, including $752,897 spent on the
Royce Claims, $272,470 spent on the Ricardo Property, and $200,000 in drilling
pursuant to the Farmout Agreement with Amarc Resources Ltd. dated November 25,
2004. These exploration expenses were offset by a recovery of $480,500 and
proceeds of $220,000 on the disposal of the interest earned in the Hook
property, located in the Cariboo region of British Columbia, pursuant to the
Farmout Agreement.

Costs on the Royce claims consisted, primarily, of $202,056 on
drilling, $182,316 on geological wages and services, $151,524 on helicopter
transportation and $140,788 on various site activities (camp and drill support).
Drilling at Royce did not meet the Companys exploration objectives and the
option was terminated. At Ricardo, work during 2004 consisted of monitoring of
the exploration program and costs were similar to that in 2003.

Administrative costs increased to $473,031 in fiscal 2004 from
$365,756 in fiscal 2003 due primarily to the increased activity of Rockwell,
especially during the execution of the Royce exploration program. This caused
office and administration expenses to increase to $325,178 from $242,081 in the
previous fiscal year. Shareholder communications decreased to $16,987 in fiscal
2004 from $55,519 in fiscal 2003. Costs were higher in 2003 due to the
shareholder communications efforts related to the Haut Plateau property, located
in Quebec, Canada. Legal, accounting and audit increased to $48,402 in fiscal
2004 from $25,297 in fiscal 2003 due to increased regulatory compliance
costs.

Stock-based compensation increased to $445,020 in fiscal 2004
from $nil in fiscal 2003 due to an increase in the number of options granted
during 2004 (5,065,500) over 2003 (60,000) and the general

---

 page 31 

increase in Rockwell's stock price during the year. Interest
income increased to $28,151 in fiscal 2004 from $2,368 in fiscal 2003 due to
higher cash balances on hand. There was a gain on the sale of marketable
securities of $9,645 in fiscal 2004 due to the sale of Rockwell's portfolio
holdings of Geostar Metals Inc.

B.      Liquidity and Capital
Resources

Overview

Historically, the Company's sole source of funding has been the
issuance of equity securities for cash, primarily through private placements to
sophisticated investors and institutions. The Company has issued common share
capital in each of the past few years, pursuant to private placement financings
and the exercise of warrants and options. The Company's access to exploration
financing, when the financing is not transaction specific, is always uncertain.
There can be no assurance of continued access to significant equity funding.

Working Capital

At May 31, 2005, Rockwell had working capital of approximately
$551,000 as compared to working capital of approximately $1.86 million at May
31, 2004, and a working capital deficiency of $134,247 at May 31, 2003. The
decrease in working capital between fiscal 2005 and fiscal 2004 was due to
exploration activities conducted.

The Company has no long term debt, capital lease obligations,
operating leases or any other long term obligations.

The Company has no "Purchase Obligations" defined as any
agreement to purchase goods or services that is enforceable and legally binding
on the Company that specifies all significant terms, including: fixed or minimum
quantities to be purchased; fixed, minimum or variable price provisions; and the
approximate timing of the transaction.

At May 31, 2004, the Company was committed to incur
approximately $610,000 in qualifying Canadian exploration expenditures prior to
December 31, 2004, pursuant to a flow-through private equity placement in
December 2003. In December 2004, this commitment was fully discharged.

Management estimates that approximately $480,000 will be needed
to maintain its corporate status and assets over the ensuing 12-month period,
excluding property activities. The Companys working capital is sufficient to
fund its known commitments.

Financial Instruments

Rockwell financed its activities from fiscal 2000 through
fiscal 2005 primarily through the issuance of equity shares by way of private
placement. 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 and Development,
Patents and License, etc.

Not applicable.

---

 page 32 

D.      Trend Information

As a natural resource exploration company, Rockwells
activities reflect the traditional cyclical nature of metal prices.
Consequently, the Companys business is primarily an event-driven business
based on exploration results.

The Company does not have any properties on which mineral
resources or reserves have been outlined. The Companys Ricardo property has the
potential to host copper deposits. The trading prices of copper has been
increasing for more than two years because of rising demand. Copper averaged
US$0.81/lb in 2003, US$1.30/lb in 2004 and has averaged US$1.56/lb to mid
September 2005.

The Company will continue to make expenditures in fiscal 2006
to keep its Ricardo property in good standing, as discussed in Items 4.B and 4.D
of this Annual Report. These expenditures will result in a decrease in the
Company's cash and working capital position unless further equity financings are
completed during 2006, and there is no assurance that the Company will be
successful in acquiring such financing.

E.      Off-Balance Sheet
Arrangements

Rockwell does not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.

F.      Tabular Disclosure of
Contractual Obligations

As at May 31, 2005, Rockwell did not have any of the following
types of contractual obligations: long-term debt obligations, capital lease
obligations, operating lease obligations, purchase obligations, or any other
long term liabilities required to be reflected on its balance sheet under
Canadian GAAP.

Payment due by
      periodType of Contractual
      Obligation
      Total
      Less than1 Year
      1 - 3Years
      3 - 5Years
      Morethan 5YearsLong-Term Debt Obligations
    
    
    
    
    Capital (Finance) Lease Obligations
    
    
    
    
    Operating Lease Obligations (Office Lease)
    
    
    
    
    Purchase Obligations
    
    
    
    
    Other Long-Term Liabilities Reflected on theCompany's Balance Sheet under the GAAP of theprimary financial statements
    
    
    
    
    Total
    
    
    
    
    


---

 page 33 

G.      Safe Harbor

The safe harbor provided in Section 27A of the Securities Act
and Section 21E of the Exchange Act applies to forward-looking information
provided pursuant to Item 5.E and F above.

---

 page 34 

ITEM
6.           DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES

A.      Directors and Senior
Management

|                                            |                            | Period a Director of the
|------------------------------------------- | -------------------------- | ------------------------
|Name, Position
      and Place of Residence | Position                   | Issuer                  
|Rene G. Carrier                             | Director                   | since April 1993        
|North Vancouver, Canada                     |                            |                         
|                                            |                            |                         
|Scott D. Cousens                            | Director                   | since November 2000     
|Vancouver, Canada                           |                            |                         
|                                            |                            |                         
|Robert A. Dickinson                         | Chairman of the Board and  | since November 2000     
|Lions Bay, Canada                           | Director                   |                         
|                                            |                            |                         
|Gordon J. Fretwell                          | Director                   | since March 1998        
|West Vancouver, Canada                      |                            |                         
|                                            |                            |                         
|Jeffrey R. Mason                            | Chief Financial Officer,   | since November 2000     
|Vancouver, Canada                           | Secretary and Director     |                         
|                                            |                            |                         
|Ronald W. Thiessen                          | President, Chief Executive | since November 2000     
|West Vancouver, Canada                      | Officer and Director       |                         
|                                            |                            |                         
|Douglas B. Silver                           | Director                   | since March 1998        
|Englewood, United States of America         |                            |                         

Principal Occupation of Current Management of
Rockwell

RENE G. CARRIER  Director

Mr. Carrier is a past Vice-President
  of Pacific International Securities Inc. for ten years, where he worked 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 an officer and/or director
  of the following public companies: International Royalty Corporation,
  Lead Director (June 2003 to present); Chartwell Technology Inc.,Director
  (June 1991 to present); ContinentalMinerals Corporation, Director (February
  2001 to present); QuartzMountain Resources Ltd., Director (January 2000
  to present); Rockwell Ventures Inc., Director (April 1993 to present)
  and President (April 1993 to November 2000).

---

 page 35 

SCOTT D. COUSENS - Director

Scott D. Cousens provides management,
  technical and financial services to a number of publicly traded companies. Mr.
  Cousens focus for the past 14 years has been the development of relationships
  within the international investment community. Substantial financings and subsequent
  corporate success has established strong ties with North American, European
  and Asian investors.

Mr Cousens is a director of Hunter Dickinson
  Inc. Mr. Cousens is, or was within the past 5 years, an officer and/or director
  of the following public companies: Amarc Resources Ltd., Director (September
  1995 to present); Anooraq Resources Corporation, (September 1996 to present);Continental Minerals Corporation, Director (November 1995 to present); Farallon
  Resources Ltd., Director (December 1995 to present); Great Basin Gold
  Ltd., Director (March 1993 to present); Northern Dynasty Minerals Ltd.,
  Director (June 1996 to present); Rockwell Ventures Inc., Director (November
  2000 to present); and 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 36 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 5 years, an officer and/or director of the following public companies:
  Amarc Resources Ltd., Director (April 1993 to present), Chairman (April
  2004 to present), Co-Chairman (September 2000 to April 2004), President (September
  1995 to September 2000), Chief Financial Officer (September 1995 to September
  1998) and Chief Executive Officer (September 1998 to September 2000); Anooraq
  Resources Corporation, Director (November 1990 to September 2004 and October
  2004 to present), Chairman (April 2004 to September 2004), Co-Chairman (September
  2000 to April 2004 and October 2004 to present), President (September 1996 to
  September 2000), Chief Financial Officer (September 1996 to February 1999) and
  Chief Executive Officer (February 1999 to September 2000); Continental Minerals
  Corporation,Director (June 2004 to present), Chairman (June 2004 to present),
  President (November 1995 to September 2000), Chief Financial Officer (June 1993
  to June 1998), Chief Executive Officer (June 1998 to September 2000); Farallon
  Resources Ltd., Director (July 1991 to present), Chairman (April 2004 to
  September 2004), Co-Chairman (September 2000 to April 2004 and September 2004
  to present) and Chief Executive Officer (December 1995 to September 2000); Great
  Basin Gold Ltd., Director (May 1986 to present), Chairman (April 2004 to
  present), Co-Chairman (September 2000 to April 2004), President (May 1986 to
  September 2000), Chief Executive Officer (November 1998 to September 2000),
  Chief Financial Officer (May 1986 to June 1998); Northern Dynasty Minerals
  Ltd., Director (June 1994 to present), Chairman (April 2004 to present),
  Co-Chairman (November 2001 to April 2004), Chief Executive Officer (May 1997
  to November 2001); Rockwell Ventures Inc., Chairman and Director (November
  2000 to present); Taseko Mines Limited, Director (January 1991 to present),
  Chairman (April 2004 to present), Co-Chairman (September 2000 to April 2004),
  President (January 1991 to September 2000), Chief Financial Officer (January
  1991 to November 1998), Chief Executive Officer (November 1998 to

---

 page 36 

September 2000), (including Co-Chairman
  and Director of Gibraltar Mines Ltd. a private mining company, which is a wholly
  owned subsidiary of Taseko Mines Limited).

GORDON J. FRETWELL, B.Comm. L.L.B.  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 Fretwell Law Corporation)
  in Vancouver practicing primarily in the areas of corporate and securities law.

Mr. Fretwell is, or was within the past
  5 years, an officer and/or director of the following public companies: Bell
  Resources Corporation, Director and Secretary (September 1998 to present);
  Continental Minerals Corporation(formerly Misty Mountain Gold Limited),
  Director (February 2001 to present); Copper Ridge Explorations Inc.,
  Director and Secretary (August 1999 to present); Foran Mining Corp.,
  Director (February 1998 to March 2000); Grandcru Resources Corporation,
  Director (December 2002 to present); Ialta Industries Inc., Director
  (October 1999 to February 2000); Icon Industries Ltd., Officer (December
  2000 to present), Director (July 2004 to present); Pine Valley Mining Corporation,
  Director (August 2003 to present); Quartz Mountain Resources Ltd., Director
  (January 2003 to present); Rockwell Ventures Inc., Director (March 1998
  to present); Tri-Alpha Investments Ltd., Director and Secretary (July
  2001 to 2003); Quicksilver Ventures Inc., Director and Secretary (February
  2004 to present); and Northern Dynasty Minerals Ltd.,Director (June
  2004 to present).

JEFFREY R. MASON, B.Comm, CA  Chief Financial Officer,
  Secretary 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 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
  5 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) and Chief Financial Officer (September 1998
  to present); Anooraq Resources Corporation, Director (April 1996 to September
  2004), Treasurer (September 1996 to February 1999), Chief Financial Officer
  (February 1999 to present), Secretary (September 1996 to present); Continental
  Minerals Corporation, Secretary (November 1995 to present), Treasurer (November
  1995 to June 1998), Chief Financial Officer (June 1998 to present) and Director
  (November 1995 to present); Farallon Resources Ltd., Secretary (December
  1995 to present), Chief Financial Officer (December 1997 to present) and Director
  (August 1994 to present); Great Basin Gold Ltd., Director (February 1994
  to present), Secretary (February 1994 to present), Chief Financial Officer (June
  1998 to present), Treasurer (February 1994 to June 1998); Northern Dynasty
  Minerals Ltd., Secretary (June 1996 to present), Director (June 1996 to
  present), Chief Financial Officer (June 1998 to present), Treasurer (May 1997
  to June 1998); Rockwell Ventures Inc., Chief Financial Officer and Director
  (November 2000 to present); Taseko Mines Limited, Secretary (February
  1994 to present), Chief Financial Officer (November 1998 to present), Director
  (March 1994 to present),

---

 page 37 

and Treasurer (March 1994 to November
  1998), and (including Chief Financial Officer, Secretary and Director of Gibraltar
  Mines Ltd., a private mining company, which is a wholly owned subsidiary of
  Taseko Mines Limited).

DOUGLAS B. SILVER  Director

Douglas B. Silver, the president and
  owner of Balfour Holdings Inc., holds a Bachelor of Geology and Zoology degree
  from the University of Vermont and a Masters degree in Economic Geology from
  the University of Arizona. Mr. Silver, who is based in Englewood, Colorado,
  has had twenty years of professional experience in the base and precious metals
  industry ranging from exploration geologist to activities in the areas of corporate
  business development, capital raising and investor relations.

Mr. Silver is, or was within the past
  years, an officer and/or director of the following public companies: Rockwell
  Ventures Inc., Director (March 1998 to present).

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

Ronald W. Thiessen is a Chartered Accountant
  and has for the past several years served as a director and/or officer of several
  publicly-traded mineral exploration, development, and mining companies. Mr.
  Thiessen provides services to Hunter Dickinson Inc., a company providing management
  and administrative services to several publicly traded companies and focuses
  on directing corporate development and financing activities. He is also a director
  of Hunter Dickinson Inc.

Mr. Thiessen is, or was within the past
  5 years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present), President and Chief
  Executive Officer (September 2000 to present); Anooraq Resources Corporation,
  Director (April 1996 to present), President and Chief Executive Officer (September
  2000 to present); Continental Minerals Corporation, Director (November
  1995 to present), President and Chief Executive Officer (September 2000 to present);
  Farallon Resources Ltd., Director (August 1994 to present), President
  and Chief Executive Officer (September 2000 to September 2004), Co-Chairman
  (September 2004 to present); Great Basin Gold Ltd., Director (October
  1993 to present), President and Chief Executive Officer (September 2000 to present);
  Northern Dynasty Minerals Ltd., President and Chief Executive Officer
  (November 2001 to present), Director (November 1995 to present); Rockwell
  Ventures Inc., President and Chief Executive Officer (November 2000 to present);
  Taseko Mines Limited, Director (October 1993 to present), President and
  Chief Executive Officer (September 2000 to present), (including Director of
  Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary
  of Taseko Mines Limited.); Casamiro Resource Corp., President and Director
  (February 1990 to August 2002).

B.      Compensation

During Rockwells financial year ended May 31, 2005 the
  aggregate direct remuneration paid or payable to the Companys directors
  and senior officers by the Company and its subsidiaries, all of whose financial
  statements are consolidated with those of Rockwell, was $57,702. 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.

---

 page 38 

Ronald W. Thiessen, President, Chief Executive Officer and a
director of Rockwell, and Jeffrey R. Mason, Chief Financial Officer and a
director of Rockwell, are the Named Executive Officers of Rockwell for the
purposes of the following disclosure.

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

Annual Compensation
    Long Term CompensationAwards
    PayoutsName and PrincipalPosition
    Year
    Salary($)
    Bonus($)
    OtherAnnualCompen-sation($)
    SecuritiesUnderOptions/SARsGranted
      (#)
    RestrictedShares
      orRestrictedShareUnits ($)
    LTIPPayouts($)
    All OtherCompen-sation($)Ronald W. ThiessenPresident, Chief ExecutiveOfficer and
      Director
    200520042003
    $10,834$20,693$10,928
    NilNilNil
    NilNilNil
    Nil500,000Nil
    NilNilNil
    NilNilNil
    NilNilNilJeffrey R. MasonChief
      Financial Officerand Director
    200520042003
    $ 8,418$15,612$ 7,262
    NilNilNil
    NilNilNil
    Nil500,000Nil
    NilNilNil
    NilNilNil
    NilNilNil


No share options were granted to the Named Executive Officers
during the year ended May 31, 2005.

No share options were exercised by the Named Executive Officers
during the year ended May 31, 2005.

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.

Compensation of Directors

During calendar 2004, each director of the Company whether or
not an executive officer was paid an annual directors fee of $2,400 and an
additional fee of $600 for each meeting of directors attended. Each director who
was a member of a committee received $2,400 for each committee of which the
director was a member and an additional fee of $600 for each meeting of each
committee attended. Effective January 1, 2005, these fees were continued only
for independent directors.

No share options were granted to directors during the year
ended May 31, 2005.

Securities Held By Insiders

As at August 31, 2005 the directors and officers of Rockwell
and their affiliates held as a group, directly and indirectly, own or control an
aggregate of 12,539,533 common shares (13.3%) and hold warrants to acquire an
additional 2,475,000 common shares. To the knowledge of the directors and
officers of the Company, as at such date, there were no persons holding more
than 10% of the issued common shares.

---

 page 39 

C.      Board Practices

All directors were elected at the annual general meeting held
in December 2004, and have a term of office expiring at the next annual general
meeting of Rockwell expected to be held in November 2005. 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 auditor and the
overall scope and results of the audit, internal financial controls, and
financial information for publication for various purposes.

As of August 31, 2005, Rockwell had no remuneration or
nomination committee.

D.      Employees

At August 31 2005, Rockwell had less than five direct
employees. The Companys administrative and exploration functions are primarily
administered through Hunter Dickinson Inc. and contractors (see Item 7B).

E.      Share Ownership

Security holdings of the Companys directors and senior
management (as at August 31, 2005)

Name of Insider(1)
    Shares Beneficially Owned or Controlled(2)
    As a percentage of outstanding sharesRene G. Carrier
    833,439 shares (3)300,000 warrants
    1.2 %Scott D. Cousens
    4,471,711 shares 1,250,000 warrants
    6.0%Robert A. Dickinson
    3,010,640 shares (4)
    3.2%Gordon J. Fretwell
    447,500 shares 300,000 warrants
    0.8%Jeffrey R. Mason
    2,172,043 shares
    2.3%Douglas B. Silver
    Nil
    NilRonald W. Thiessen
    1,604,200 shares 625,000 warrants
    2.4%


---

 page 40 

Notes:

|(1) | The information as to principal occupation, business
        or employment and Shares beneficially owned or controlled is not within
        the knowledge of the management of the Company and has been furnished
        by the respective nominees. Each nominee has held the same or a similar
        principal occupation with the organization indicated or a predecessor
        thereof for the last five years.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | The number of Shares beneficially owned by the above
        nominees for directors, directly or indirectly, is based on information
        furnished by the Company and by the nominees themselves.                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Certain of these shares are held by Euro American
        Capital Corporation, a private company that is wholly owned by Mr. Carrier.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Certain of these shares are held by United Mineral
        Services, a private company that is wholly owned by Mr. Dickinson.                                                                                                                                                                                                                                                                                            

At the Companys Annual and Extraordinary General Meeting held
in December 2004, shareholders of the Company approved a Share Incentive Plan
(2004 Plan) in accordance with the policies of the TSX Venture Exchange. Under
the 2004 Plan, a maximum of 10% of the issued and outstanding shares of the
Company at the time an option is granted, less the number of shares reserved for
issuance in the 2004 Plan, are reserved for issuance as options to be granted at
the discretion of the Companys board of directors to eligible optionees under
the 2004 Plan. The exercise price of each option normally equals or exceeds the
market price of the Company's shares as calculated on the date of grant. Options
granted are for a term of no greater than ten years.

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

At August 31, 2005, an aggregate of 110,000 common shares have
been reserved for issuance pursuant to the 2004 Plan:

|            |                   | Exercise |        
|----------- | ----------------- | -------- | -------
|            | Expiry
      date | price    | Total  
|Employees   | May 19, 2006      | 0.08     | 110,000
|            |                   |          |        
|Grand Total |                   |          | 110,000

---

 page 41 

ITEM
7.           MAJOR
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 the Company does not have
knowledge or access to information about of the beneficial owners thereof. To
the best of its knowledge, the Company is not directly or indirectly owned or
controlled by a corporation or foreign government. As of August 31, 2005,
Rockwell had authorized an unlimited number of common shares without par value
of which 94,455,775 were issued and outstanding.

Beneficial ownership means the sole or shared power to vote
or direct the voting or to dispose or direct the disposition of any security. A
person is deemed to have beneficial ownership of any securities that such person
has a right to acquire within 60 days of August 31, 2005 through the exercise of
any option or warrant. Any security that any person has the right to acquire
within 60 days is deemed outstanding for the purpose of calculating the
ownership of such person, but is not deemed to be outstanding for the purpose of
calculating the ownership percentage of any other person.

As of August 31 2005, other than the security holdings of
directors and senior management disclosed in Item 6.E., the only registered
holders of 5% or more of the common shares of the Company were brokerage
clearing houses.

As of August 31, 2005, directors and officers of Rockwell in
total (7 persons) owned or controlled an aggregate of 12,539,533 shares (13.3%)
of Rockwell, or 15,014,533 shares (15.9%) on a fully diluted basis. These
directors or officers do not have any different voting rights with respect to
the common shares held by them. Under the British Columbia Securities
Act, insiders (generally officers, directors, holders of 10% or more of the
Companys shares) are required to file insider reports of changes in their
ownership in the first 10 days following a trade in Rockwells securities. Under
British Columbia securities laws, insider trading information is available at
www.sedi.ca

As at August 31, 2005, 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.

|                |                      |                  | Percentage
|--------------- | -------------------- | ---------------- | ----------
|                | Number of registered | Number of common | of total  
|Location        | shareholders         | shares held      | shares    
|Canada          | 30                   | 89,860,731       | 95.1%     
|United States   | 16                   | 4,440,949        | 4.7%      
|Other countries | 127                  | 154,095          | 0.2%      
|Total           | 173                  | 94,455,775       | 100%      

To managements knowledge, there are no arrangements the
operation of which may at a subsequent date result in a change of control of
Rockwell.

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

---

 page 42 

transaction, which in either such case has materially affected
or will materially affect Rockwell or its predecessors during the fiscal year
ended May 31, 2005 except as follows:

|(a) | Farmout agreement - Gibraltar exploration properties,
        British Columbia, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In December 2003, the Company entered into a farmout
        agreement (the "2003 farmout agreement") with Taseko Mines Limited ("Taseko"),
        a public company with certain directors in common with the Company. Under
        the terms of the 2003 farmout agreement, Taseko granted to the Company
        rights to earn joint venture working interests, subject to a maximum of
        $200,000, on certain exploration properties located in the vicinity of
        the Gibraltar mine property. For a period of 150 days after the Company
        had earned its working interest, Taseko had the right to purchase, at
        its option, the Company's earned interests for cash or common share consideration
        aggregating 110% of the Company's earn-in amount. If Taseko elected to
        issue common shares, the number of common shares to be issued upon exercise
        would be valued at the ten-day weighted average trading price as traded
        on the TSX-V.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In December 2003, the Company earned an interest
        in these properties to the extent of $200,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the Companys fiscal year ended May 31,
        2004, Taseko exercised its right to purchase the Company's interest, and
        on June 15, 2004, Taseko issued 78,853 of its common shares for total
        consideration of $220,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Farmout agreement - British Columbia exploration
        properties, Canada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In November 2004, the Company entered into a farmout
        agreement (the "2004 farmout agreement") with Amarc Resources Ltd. ("Amarc"),
        a public company with certain directors in common with the Company. Under
        the terms of the 2004 farmout agreement, Amarc granted to the Company
        rights to earn joint venture working interests of 50%, subject to a maximum
        of $600,000 in exploration costs to be spent on certain mineral properties
        located in British Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | For a period of 180 days after the Company had earned
        its working interest, Amarc had the exclusive right to purchase, at its
        option, the Company's earned interest for a number of Amarc common shares
        (or cash equivalent) not to be less than 110% of the qualified expenditures
        incurred by, or for the account of, the Company to earn its interest.
        If Amarc elected to issue common shares, the common shares to be issued
        upon exercise would be valued at the five-day weighted average trading
        price as quoted on the TSX-V prior to the date of the call.                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | In December 2004, the Company had earned its 50%
        interest in these properties. Amarc did not exercise its option to reacquire
        the Companys interest (the right of Call) on any of
        the properties within the permitted 180 days. Consequently, Amarcs
        right of call expired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | Arrangements with Hunter Dickinson Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Company is party to the geological and administrative
        services agreement with HDI dated for reference January 1, 2001, as described
        under Item 4.B of this Annual Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | During the fiscal year ended May 31, 2005, the Company
        paid $163,317 (May 31, 2004  $362,377) for such services and cost
        reimbursements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(d) | Hunter Dickinson Group Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 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 six individuals,
        which provides merger, acquisition, financing and other corporate services
        to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

 page 43 

|    | companies in the exploration business. The six persons
        who own HDGI are Robert A. Dickinson, David Copeland, Jeffrey R. Mason,
        Scott D. Cousens, Ronald W. Thiessen and the late David S. Jennings, all
        of whom reside in the vicinity of Vancouver, B.C.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                  
|    | During the year ended May 31, 2005, the Company paid
        nil (May 31, 2004  nil) for such services and cost reimbursements.                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                  
|(e) | Gordon J. Fretwell Law Corporation                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                  
|    | Gordon J. Fretwell Law Corporation is a private company
        controlled by a director, Gordon Fretwell, that provides legal services
        to the Company. During the year ended May 31, 2005, the Company paid $1,060
        (May 31, 2004 – $26,083) for such services.  
|    |                                                                                                                                                                                                                                                                                  
|(f) | Euro-American Capital Corporation                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                  
|    | Euro-American Capital Corporation is a private company
        controlled by a director, Rene Carrier, that provides management services
        to the Company During the year ended May 31, 2005, the Company paid $16,164
        (May 31, 2004 – $9,957) for such services.  

---

 page 44 

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, the Company applied for
        several easements on its Ricardo Property to prevent Codelco from further
        developing its construction project over the Company's mining rights in
        November 2002. These matters are currently before the law courts of Chile.

Dividend Policy

Rockwell 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 the Company are being retained for exploration
of its projects.

B.      Significant Changes

There have been no significant changes to the accompanying
consolidated financial statements since May 31, 2005.

---

 page 45 

ITEM
9.           THE OFFER AND
LISTING

A.      Offer and Listing Details

Trading Markets

|                                                 |   | TSX
      Venture Exchange |  |   |      | OTC
      Bulletin Board | 
|------------------------------------------------ | - | -------------------------- |  | - | ---- | ------------------------ | 
|                                                 |   | Symbol=RCW                 |  |   |      | Symbol=RCKVF             | 
|                                                 |   | Canadian
      Dollars     |  |   |      | U.S.
      Dollars       | 
|                                                 |   | High                       |  |   | Low  |                          | 
|Five most recent financial years                 |   |                            |  |   |      |                          | 
|Fiscal 2001                                      | $ | 0.95                       |  | $ | 0.25 |                          | 
|Fiscal 2002                                      | $ | 0.47                       |  | $ | 0.12 |                          | 
|Fiscal 2003                                      | $ | 0.22                       |  | $ | 0.02 |                          | 
|Fiscal 2004                                      | $ | 0.32                       |  | $ | 0.04 |                          | 
|Fiscal 2005                                      | $ | 0.17                       |  | $ | 0.07 |                          | 
|                                                 |   |                            |  |   |      |                          | 
|Two most recent financial
      years by quarter |   |                            |  |   |      |                          | 
|Fiscal 2004                                      |   |                            |  |   |      |                          | 
|Quarter ended August 31, 2003                    | $ | 0.08                       |  | $ | 0.04 |                          | 
|Quarter ended November 30, 2003                  | $ | 0.19                       |  | $ | 0.05 |                          | 
|Quarter ended February 28, 2004                  | $ | 0.32                       |  | $ | 0.13 |                          | 
|Quarter ended May 31, 2004                       | $ | 0.25                       |  | $ | 0.08 |                          | 
|Fiscal 2005                                      |   |                            |  |   |      |                          | 
|Quarter ended August 31, 2004                    | $ | 0.10                       |  | $ | 0.07 |                          | 
|Quarter ended November 30, 2004                  | $ | 0.17                       |  | $ | 0.07 |                          | 
|Quarter ended February 28, 2005                  | $ | 0.12                       |  | $ | 0.08 |                          | 
|Quarter ended May 31, 2005                       | $ | 0.13                       |  | $ | 0.07 |                          | 
|                                                 |   |                            |  |   |      |                          | 
|Latest six months                                |   |                            |  |   |      |                          | 
|March 2005                                       | $ | 0.13                       |  | $ | 0.09 |                          | 
|April 2005                                       | $ | 0.09                       |  | $ | 0.07 |                          | 
|May 2005                                         | $ | 0.09                       |  | $ | 0.07 |                          | 
|June 2005                                        | $ | 0.10                       |  | $ | 0.07 |                          | 
|July 2005                                        | $ | 0.09                       |  | $ | 0.08 |                          | 
|August 2005                                      | $ | 0.11                       |  | $ | 0.08 |                          | 

The transfer of the Companys common shares is managed by its
transfer agent, Computershare Investor Services of Vancouver.

B.      Plan of
Distribution

Not applicable.

---

 page 46 

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 OTC Bulletin Board (OTCBB).

D.      Selling
Shareholders

Not applicable.

E.      Dilution

Not applicable.

F.      Expenses of the
Issue

Not applicable.

---

 page 47 

ITEM
10.          ADDITIONAL
INFORMATION

A.      Share Capital

Not applicable.

B.      Notice of Articles and
Articles

Copies of Rockwells memorandum and articles of incorporation,
as registered with the British Columbia Registrar of Companies under Corporation
No. 354545, were filed with the Companys initial registration statement on Form
20-F filed in 2000. The Business Corporations Act(British Columbia) (the
BCA") came into force on March 29, 2004. As a result, the Company Act
(British Columbia) was repealed, and the Company became a pre-existing company
subject to the provisions of the BCA. Every pre-existing company is required
under the BCA to file a Transition Application containing a notice of articles
with the British Columbia Registrar of Companies, as a result of which the
notice of articles supersedes and replaces the companys memorandum. The Company
has caused a Transition Application to be filed with the British Columbia
Registrar of Companies, and its notice of articles and the related articles are
being filed as exhibits to this Annual Report.

A discussion of the notice of articles and articles of Rockwell
follows:

Objects and Purposes

Rockwells Notice of Articles 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 BCA 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 BCA.

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

---

 page 48 

directors must be ordinarily resident in Canada. There is no
mandatory retirement age either under Rockwells articles or under the BCA.

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 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

---

 page 49 

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, re-domiciling 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 BCA 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 BCA. 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 BCA 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 BCA, 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.

Rockwell has no redeemable securities authorized or issued.

---

 page 50 

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
BCA 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) | Farmout and Joint Venture Agreement between Rockwell
        and Amarc Resources Ltd. dated November 25, 2004.                                

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

---

 page 51 

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 2005 exceeds $250 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.

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.

---

 page 52 

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 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.

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

---

 page 53 

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 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.

---

 page 54 

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 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.

---

 page 55 

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 28%
  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 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

---

 page 56 

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 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, 2005, and
at least certain prior fiscal years. In addition, Rockwell expects to qualify as
a PFIC for the fiscal year ending May 31, 2006 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

---

 page 57 

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 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

---

 page 58 

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.

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

---

 page 59 

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 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.

---

 page 60 

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.

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.

---

 page 61 

ITEM
11.          QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)      Transaction Risk and
Currency Risk Management

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

(b)      Exchange Rate
Sensitivity

The Company 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

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

---

 page 62 

ITEM
12.          DESCRIPTION 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.

D.      American Depositary
Shares

Not applicable.

---

 page 63 

PART II

---

 page 64 

ITEM
13.          DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

---

 page 65 

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

Not applicable.

---

 page 66 

ITEM
15.          CONTROLS AND
PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), the Company carried out an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls
and procedures as of May 31, 2005, the latest completed fiscal year. This
evaluation was carried out under the supervision and with the participation of
the Companys Chief Executive Officer, Ronald W. Thiessen, and the Companys
Chief Financial Officer, Jeffrey R. Mason. Based upon that evaluation, the
Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective in timely alerting
management to material information relating to the Company required to be
included in the Companys periodic SEC filings. There have been no significant
changes in the Companys internal controls or in other factors that could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
the Companys reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the Companys reports filed
under the Exchange Act is accumulated and communicated to management, including
the Companys Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure.

During the Companys most recently completed fiscal year ended
May 31, 2005, there were no changes in the Companys internal control over
financial reporting that have materially affected, or are reasonably likely to
affect, its internal control over financial reporting.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

---

 page 67 

ITEM
16.          AUDIT COMMITTEE,
CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS

A.      Audit Committee Financial
  Expert

The board of directors has determined that it does not have a
member of its audit committee who qualifies as a financial expert as defined
in Item 401(e) of Regulation S-B.

Rockwell believes that the members of its board of directors
are collectively capable of analyzing and evaluating its financial statements
and understanding internal controls and procedures for financial reporting.
However, Rockwell is currently reviewing candidates for this role.

B.      Code of Ethics

Rockwell has adopted a code of ethics that applies to
Rockwell's chief executive officer, the chief financial officer, and other
members of senior management. As adopted, the Company's Code of Ethics sets
forth standards that are designed to prevent wrongdoing and to promote:

| |  | honest and ethical
        conduct, including the ethical handling of actual or apparent conflicts
        of interest between personal and professional relationships;                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |                                                                                                                                                                                                                                                 
| |  | full, fair, accurate,
        timely and understandable disclosure in reports and documents that Rockwell
        files with, or submits to, the Securities and Exchange Commission and
        in other public communications made by Rockwell;
|
|
| |   |                                                                                                                                                                                                                                                 
| |  | compliance with applicable
        governmental laws, rules and regulations;                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                 
| |  | the prompt internal
        reporting of violations of the Code of Ethics to an appropriate person
        or persons identified in the Code of Ethics; and                                                                                     
|
| |   |                                                                                                                                                                                                                                                 
| |  | accountability for adherence
        to the Code of Ethics.                                                                                                                                                                                     

If any person becomes aware of a breach, or suspected breach,
of the Code of Ethics, that person must report it immediately to his or her
manager and Rockwells corporate secretary for action. If this is inappropriate
or uncomfortable for the individual, the breach, or suspected breach, should be
reported to another member of the senior management team and the corporate
secretary for action. The Code of Conduct forms part of the conditions of
employment for every one of Rockwells employees and officers, and also applies
to its directors and contractors. Failure to comply with the Code of Conduct can
result in disciplinary action including, where appropriate, dismissal.

The Code of Ethics was appended as an exhibit to Rockwells
annual report on Form 20-F for the fiscal year ended May 31, 2004, filed with
the Securities and Exchange Commission on November 30, 2004. Rockwell will
provide a copy of the Code of Ethics to any person without charge, upon request.
Requests can be sent to: Rockwell Ventures Inc., Suite 1020, 800 West Pender
Street, Vancouver, British Columbia, Canada, V6C 2V6, Attention: The Corporate
Secretary.

---

 page 68 

C.      Principal Accountant Fees
and Services

The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Company's audit firm for various services.

|Services:  |   | Year ended   | 
|---------- | - | ------------ | 
|           |   | May 31, 2005 | 
|Audit Fees | $ | 20,000       | 
|Tax Fees   |   | 3,150        | 
|           | $ | 23,150       | 

Audit related fees comprise of fees billed for assurance and
advisory services related to the annual audit. From time to time, management of
the Company recommends to and requests approval from the audit committee for
non-audit services to be provided by the Company's auditors. The audit committee
routinely considers such requests at committee meetings, and if acceptable to a
majority of the audit committee members, pre-approves such non-audit services by
a resolution authorizing management to engage the Company's auditors for such
non-audit services, with set maximum dollar amounts for each itemized service.
During such deliberations, the audit committee assesses, among other factors,
whether the services requested would be considered prohibited services as
contemplated by the US Securities and Exchange Commission, and whether the
services requested and the fees related to such services could impair the
independence of the auditors.

D.      Exemptions from Listing
Standards for Audit Committees

Not applicable.

E.      Purchases of Equity
Securities by the Issuer and Affiliated Purchasers

None.

---

 page 69 

PART III

---

 page 70 

ITEM
17.          FINANCIAL
STATEMENTS

The following attached financial statements are incorporated
herein:

|(1) | Report of Independent Registered Public Accounting
        Firm on the consolidated balance sheets as at May 31, 2005 and 2004; consolidated
        statements of operations and deficit, and cash flows for each of the years
        ended May 31, 2005, 2004 and 2003;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                           
|(2) | Consolidated balance sheets as at May 31, 2005 and
        2004;                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                           
|(3) | Consolidated statements of operations and deficit
        for each of the years ended May 31, 2005, 2004 and 2003;                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                           
|(4) | Consolidated statements of cash flows for the periods
        referred to in (3) above;                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                           
|(5) | Notes to the consolidated financial
        statements;                                                                                                                                                                                                                   

---

 page 71 

ITEM
18.          FINANCIAL
STATEMENTS

Not applicable. See Item 17.

---

 page 72 

ITEM
19.          EXHIBITS

Key to the following document types:

|1.     | Articles of Incorporation and Memorandum
        of the Company.                          
|------ | ------------------------------------------------------------------------------------------
|       |                                                                                           
|2.     | Other Instruments defining the rights of
        the holders of equity or debt securities.
|       |                                                                                           
|3.     | Voting trust agreements.                                                                  
|       |                                                                                           
|4.     |                                                                                           
|       |                                                                                           
|       | a.                                                                                        
|       |                                                                                           
|       | b.                                                                                        
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       |                                                                                           
|       | c.                                                                                        
|       |                                                                                           
|5. -9. | Not applicable.                                                                           
|       |                                                                                           
|10.    | Other                                                                                     

The following Exhibits have been filed with Rockwells Annual
Report on Form 20-F in previous years:

|Type of  | Description                                                                                                                                                                                                  
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Document |                                                                                                                                                                                                              
|         |                                                                                                                                                                                                              
|4a       | Geological Management
      and Administration Services Agreement dated for reference December 31,
      1996 has been previously filed. (See Item 7 Interest of Management in
      Certain Transactions).
|
|
|         |                                                                                                                                                                                                              
|4c       | Amended Share
      Incentive Plan dated for reference June 21, 2000 (See Item 6 Share
      Incentive Plan).                                                                                              
|
|         |                                                                                                                                                                                                              
|4        | Mineral Properties Transfer Agreement
      among Hunter Dickinson Group Inc., and Rockwell Ventures Inc. and Amarc
      Resources Ltd.                                                                     
|
|         |                                                                                                                                                                                                              
|4        | Option Assignment
      Agreement between Hunter Dickinson Group Inc. and Rockwell Ventures Inc.                                                                                                             
|

---

 page 73 

|Type of  | Description                                                                                                                      
|-------- | ---------------------------------------------------------------------------------------------------------------------------------
|Document |                                                                                                                                  
|4        | Geological, Management and Administration
      Services Agreement between Hunter Dickinson Inc. and Rockwell Ventures
      Inc.
|         |                                                                                                                                  
|4(b)(ii) | Rio Tinto Agreement dated January 30, 2004                                                                                       
|         |                                                                                                                                  
|4(b)(ii) | Farmout Agreement with Amarc Resources Ltd.
      dated November 25, 2004                                                        
|         |                                                                                                                                  
|10       | Code of Ethics                                                                                                                   

The following Exhibits are filed with the Companys Annual
Report on Form 20-F in the current year:

|Type of  | Description                                                                                                                                                                                                    
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Document |                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                
|12.1     | Section
        302 Certification  CEO                                                                                                                                                                        
|         |                                                                                                                                                                                                                
|12.2     | Section
        302 Certification  CFO                                                                                                                                                                        
|         |                                                                                                                                                                                                                
|13.1     | Section
        906 Certification  CEO                                                                                                                                                                        
|         |                                                                                                                                                                                                                
|13.2     | Section
        906 Certification  CFO                                                                                                                                                                        
|         |                                                                                                                                                                                                                
|15.1     | Consent of Tax Reviewer                                                                                                                                                                                        
|         |                                                                                                                                                                                                                
|99.1     | Audited
        financial statements as at May 31, 2005 and 2004 and for the years ended
        May 31, 2005, 2004, and 2003, and the Report of Independent Registered
        Public Accounting Firm thereon.
|
|

---

 page 74 



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:                      
      September 15, 2005 | 

---