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

FORM 20-F

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

OR

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

For the fiscal year ended May 31, 2004 (with other information to November 15, 2004 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 _______________

CIK Number 1095847

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

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

BRITISH COLUMBIA, CANADA (Jurisdiction of incorporation or organization)

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

COMMON SHARES WITHOUT PAR VALUE
  (Title of Class)

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

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

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

Common Shares without Par Value 
  (Title of Class)

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

Number of outstanding shares of Rockwell's only class of capital
  stock as at May 31, 2004. 
  92,825,775 Common Shares Without Par Value

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- ii -

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

NOT APPLICABLE

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

Item 17 x  
  Item 18  ̈

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

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

NOT APPLICABLE

Currency and Exchange Rates

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in Canadian dollars. On May 31, 2004 the Bank
  of Canada noon rate for Canadian Dollars was US$1.00:Cdn$ 1.3634 (see
  Item 3A for further historical Exchange Rate Information).

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|TABLE OF CONTENTS
|-----------------

|        |                                                                                    | PAGE
|------- | ---------------------------------------------------------------------------------- | ----
|        |                                                                                    |     
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISERS                        | 1   
|        |                                                                                    |     
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 1   
|        |                                                                                    |     
|ITEM 3  | KEY INFORMATION                                                                    | 1   
|        |                                                                                    |     
|ITEM 4  | INFORMATION ON THE COMPANY                                                         | 5   
|        |                                                                                    |     
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 20  
|        |                                                                                    |     
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 26  
|        |                                                                                    |     
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 32  
|        |                                                                                    |     
|ITEM 8  | FINANCIAL INFORMATION                                                              | 34  
|        |                                                                                    |     
|ITEM 9  | THE OFFER AND LISTING                                                              | 36  
|        |                                                                                    |     
|ITEM 10 | ADDITIONAL INFORMATION                                                             | 37  
|        |                                                                                    |     
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 51  
|        |                                                                                    |     
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES                       | 51  
|        |                                                                                    |     
|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 52  
|        |                                                                                    |     
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS | 52  
|        |                                                                                    |     
|ITEM 15 | CONTROLS AND PROCEDURES                                                            | 52  
|        |                                                                                    |     
|ITEM 16 | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
      FEES AND EXEMPTIONS              | 53  
|        |                                                                                    |     
|ITEM 17 | FINANCIAL STATEMENTS                                                               | 54  
|        |                                                                                    |     
|ITEM 18 | FINANCIAL STATEMENTS                                                               | 54  
|        |                                                                                    |     
|ITEM 19 | EXHIBITS                                                                           | 54  

---

PART 1

ITEM 1              IDENTITY
  OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2              OFFER
  STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3             KEY
  INFORMATION

A.              Selected
  Financial Data

The following constitutes selected financial data for Rockwell
  Ventures Inc. (the "Registrant" or "Rockwell") for the last five fiscal years
  ended May 31, 2004, in Canadian dollars, presented in accordance with Canadian
  generally accepted accounting principles ("CDN GAAP") and in conformity with
  United States generally accepted accounting principles ("US GAAP"). See Item
  17 for accompanying consolidated financial statements prepared in accordance
  with Canadian generally accepted accounting principles for further details.
  Refer to note 17 to the consolidated financial statements included herein for
  a discussion of the material differences between CDN GAAP and US GAAP and their
  effect on Rockwell's financial position and results of operations.

|In Canadian Dollars,               |   |             |   |   |            |   |   |            |   |   |            |   |   |            |  
|---------------------------------- | - | ----------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|except per share amounts           |   |             |   |   |            |   |   |            |   |   |            |   |   |            |  
|Balance Sheet Data (as at)         |   | 2004        |   |   | 2003       |   |   | 2002       |   |   | 2001       |   |   | 2000       |  
|                                   |   |             |   |   |            |   |   |            |   |   |            |   |   |            |  
|Total assets (CDN GAAP)            | $ | 1,974,188   |   | $ | 197,548    |   | $ | 714,746    |   | $ | 1,125,987  |   | $ | 2,234,728  |  
|Total assets (US GAAP)             |   | 1,931,981   |   |   | 150,691    |   |   | 675,089    |   |   | 1,079,130  |   |   | 1,081,276  |  
|Total liabilities (CDN GAAP)       |   | 33,406      |   |   | 256,003    |   |   | 103,787    |   |   | 291,188    |   |   | 192,982    |  
|Total liabilities (US GAAP)        |   | 33,406      |   |   | 256,003    |   |   | 103,787    |   |   | 291,188    |   |   | 192,982    |  
|Share capital (CDN GAAP)           |   | 11,647,887  |   |   | 8,697,652  |   |   | 8,512,758  |   |   | 6,983,234  |   |   | 2,949,444  |  
|Share capital (US GAAP)            |   | 11,647,887  |   |   | 8,697,652  |   |   | 8,512,758  |   |   | 6,983,234  |   |   | 2,949,444  |  
|(Deficit) (CDN GAAP)               |   | (10,152,125 | ) |   | (8,756,107 | ) |   | (7,901,799 | ) |   | (6,148,435 | ) |   | 2,014,923  |  
|(Deficit) (US GAAP)                |   | (11,255,283 | ) |   | (9,863,915 | ) |   | (9,002,407 | ) |   | (7,050,703 | ) |   | (2,663,709 | )
|Net assets (deficiency) (CDN GAAP) |   | 1,940,782   |   |   | (58,455    | ) |   | 610,959    |   |   | 834,799    |   |   | 2,041,746  |  
|Net assets (deficiency) (US GAAP)  |   | 1,898,575   |   |   | (105,312   | ) |   | 571,302    |   |   | 787,942    |   |   | 888,294    |  
|                                   |   |             |   |   |            |   |   |            |   |   |            |   |   |            |  
|Statement of Operations Data       |   |             |   |   |            |   |   |            |   |   |            |   |   |            |  
|(year ended May 31)                |   | 2004        |   |   | 2003       |   |   | 2002       |   |   | 2001       |   |   | 2000       |  
|Revenues                           | $ | Nil         |   | $ | Nil        |   | $ | Nil        |   | $ | Nil        |   | $ | Nil        |  
|Loss for the year(1)(CDN GAAP)     |   | 1,396,018   |   |   | 854,308    |   |   | 1,753,364  |   |   | 4,134,142  |   |   | 455,586    |  
|Loss for the year(1)(US GAAP)      |   | 1,391,368   |   |   | 861,508    |   |   | 1,951,704  |   |   | 4,386,994  |   |   | 903,952    |  
|                                   |   |             |   |   |            |   |   |            |   |   |            |   |   |            |  
|Loss per share (CDN GAAP)          | $ | 0.02        |   | $ | 0.02       |   | $ | 0.04       |   | $ | 0.10       |   | $ | 0.03       |  
|Loss per share (US GAAP)           | $ | 0.02        |   | $ | 0.02       |   | $ | 0.04       |   | $ | 0.11       |   | $ | 0.03       |  

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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
  tables set out the exchange rates, based on the average of noon rates as reported
  by the Bank of Canada, for the conversion of Canadian dollars into one United
  States dollar. The average exchange rates are based on the average of the exchange
  rates on the last day of the month in such periods. Also included are the high
  and low exchange rates for each month during the previous six months.

Exchange Rates

|                   | 2004 | 2003 | 2002 | 2001 | 2000
|------------------ | ---- | ---- | ---- | ---- | ----
|                   |      |      |      |      |     
|End of Period      | 1.36 | 1.37 | 1.53 | 1.55 | 1.52
|                   |      |      |      |      |     
|Average for Period | 1.34 | 1.53 | 1.57 | 1.52 | 1.49
|                   |      |      |      |      |     
|High for Period    | 1.42 | 1.60 | 1.61 | 1.58 | 1.54
|                   |      |      |      |      |     
|Low for Period     | 1.27 | 1.34 | 1.51 | 1.46 | 1.45

On November 15, 2004 the Bank of Canada noon rate for Canadian
  Dollars was US$1.00: Cdn$1.2005

B.              Capitalization
  and Indebtedness

Not applicable

C.              Reasons
  for the Offer and Use of Proceeds

Not applicable

D.Risk
  Factors

Historical Operating Losses and No Assurance of Income

Rockwell is involved in the business of acquiring and exploring
  properties and it does not own a property which is in production or which produces
  income for Rockwell nor has mineral reserves or resources that have been identified
  to date. Rockwell has, to date, no revenue from operations and a history of
  net losses resulting in an accumulated deficit of over $10.1 million at
  May 31, 2004. 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 record income resulting in profit.

No Known Deposit

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

Ongoing Funding will be Needed to Continue Exploration

Rockwell's means of generating funds is through the sale of
  common shares, and Rockwell will need to continue to find buyers for its treasury
  shares in order to generate sufficient funds to allow Rockwell to conduct further
  exploration. If Rockwell cannot fund exploration, its share value will be severely
  negatively impacted. At May 31, 2004 working capital was approximately $1.9
  million.

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- 3 -

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

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

Competitive State of the Mining Industry

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

Cyclical Nature of the Mining Industry

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

Outside Factors Beyond the Control of Rockwell

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

Mining Operations Generally Involve a High Degree of
  Risk

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

No Guarantee of Title to Rockwell's Properties

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

Surveys have not been Performed on all the Claims

Not all of Rockwell's properties have been surveyed and, accordingly,
  the precise location of the boundaries of the properties and ownership of mineral
  rights on specific tracts of land comprising the

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- 4 -

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.

Directors and Officers Serve on the Boards of Other
  Exploration Companies

Some of the directors and officers are engaged, and will continue
  to be engaged, in the search for additional business opportunities on their
  own behalf and on behalf of other companies, and situations may arise where
  these directors and officers will be in direct competition with Rockwell. Conflicts,
  if any, will be dealt with in accordance with the relevant provisions of the
  Company Act (British Columbia). In order to avoid the possible conflict
  of interest which may arise between the directors' duties to Rockwell and their
  duties to the other companies on whose boards they serve, the directors and
  officers of Rockwell have agreed that participation in other business ventures
  offered to the directors will be allocated between the various companies and
  on the basis of prudent business 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.

Political and Economic Uncertainties of Operating in
  Foreign Countries

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

Absence of Dividends

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

Regulatory Requirements

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

Likely PFIC Status has Consequences for U.S. Investors

Potential investors who are U.S. taxpayers should be aware
  that Rockwell expects to be a passive foreign investment company ("PFIC") for
  the current fiscal year, and may also have been a PFIC in prior years, and may
  also be a PFIC in subsequent years. If Rockwell is a PFIC for any year during
  a U.S. taxpayer's holding period, then such U.S. taxpayer generally will be
  required to treat any so-called "excess distribution" received on its common
  shares, or any gain realized upon a disposition of common shares, as ordinary
  income and to pay an interest charge on a portion of such distribution or gain,
  unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market
  election with respect to the shares of Rockwell. In certain circumstances, the
  sum of the tax and the interest charge may exceed

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- 5 -

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.

Stock Deemed to be a Penny Stock which may Result in
  Decreased Liquidity

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

Significant Potential Equity Dilution

At November 15, 2004, Rockwell has a significant number of
  share purchase options (5,260,500) and warrants (36,775,000), which will likely
  act as an upside damper on the trading range of Rockwell's shares. As a consequence
  of the passage of time since the date of their original sale and issuance, no
  shares of Rockwell remain subject to any hold period restrictions in Canada
  or the United States as of November 15, 2004. The unrestricted resale of outstanding
  shares from the exercise of dilutive securities may have a depressing effect
  on the market for Rockwell's shares. Dilutive securities represent approximately
  46% of Rockwell's currently issued shares.

ITEM 4             INFORMATION
  ON THE COMPANY

SUMMARY

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

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- 6 -

|4. | The principal business events of Rockwell's history are:
|-- | --------------------------------------------------------
|  
|   | (i)                                                     
|  
|   |                                                         
|  
|   | (ii)                                                    
|  
|   |                                                         
|  
|   | (iii)                                                   
|  
|   |                                                         
|  
|   | (iv)                                                    
|  
|   |                                                         
|  
|   | (v)                                                     
|  
|   | (vi)                                                    

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|   |                                                                                                                                          | the property during the four years and pay all property taxes and property
      maintenance costs.                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (vii)                                                                                                                                    | In November 2004, Rockwell entered into a Farmout
        Agreement with Amarc Resources Ltd. ("Amarc"), a company related by virtue
        of certain directors in common, to earn a joint venture working interest
        to the extent of $600,000 on certain of Amarc's exploration properties
        in British Columbia. For a period of 180 days after Rockwell has earned
        its interest, Amarc has the right to purchase Rockwell's interest at 110%
        of the amount earned in by Rockwell.
|  
|5. | Rockwell's principal capital expenditures and material divestitures
      over the three fiscal years ended May 31, 2004 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    
| |  | 2004 | nil             | nil          | $   525,619    | nil         
| |  | 2003 | nil             | nil          | $   482,256    | nil         
| |  | 2002 | nil             | nil          | $1,221,271     | 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:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                             | Exploration Expenditures
|---------------------------- | ------------------------
|Ricardo                      | $ 588,000               
|British Columbia exploration | $ 600,000               

B.              Business
  Overview

Ricardo Property

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

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- 8 -

C.              Organizational
  Structure

Rockwell is based in British Columbia, Canada. Rockwell intends
  on operating on the Ricardo Property in Chile through its wholly owned subsidiary
  Minera Ricardo Resources Inc. S.A. ("Ricardo"). Rockwell formerly operated in
  Brazil through a series of subsidiaries, which were sold.

| | 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.                               
|
| | c) | 639154 BC Ltd., a wholly owned subsidiary incorporated
        under the laws of British Columbia.                                                                                          

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 potential mineralization.    
| | ---------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                      |                                                                                                                                                                                                                                                               
| | 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.                                                                                                            
| |                                                      |                                                                                                                                                                                                                                                               
| | Mineral Symbols                                      | Au - Gold; Cu - Copper; Co - Cobalt;
        Cr - Chromium; Pt - Platinum; Pd - Palladium; Ni - Nickel; Mg - Magnesium                                                                                                                                        
| |                                                      |                                                                                                                                                                                                                                                               
| | Porphyry                                             | An igneous rock containing conspicuous
        crystals or phenocrysts in a fine-grained groundmass; also a type of mineral
        deposit in which ore minerals are widely disseminated, generally of low
        grade but large tonnage                   
| |                                                      |                                                                                                                                                                                                                                                               
| | Sulphide                                             | A compound of sulphur with another element,
        typically a metallic element or compound.                                                                                                                                                                 

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- 9 -

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 exchange 100% of the issued and outstanding shares of
  Minera Ricardo Resources Inc. S.A. ("Ricardo"), for 22,400,000 shares of Rockwell.
  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.

There are currently no significant restrictions on the repatriation
  from Chile of earnings to foreign entities.

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Foreign entities have the right to repatriate from Chile their
  earnings after payment of all Chilean tax, including a tax on the amount of
  earnings distributed to foreign persons by way of a dividend. Chile does not
  currently have a tax treaty with the United States.

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

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).

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Minera Ricardo Resources Inc. S.A., is a privately held Chilean
  exploration-stage company that controls exploration and exploitation concessions
  covering an area of approximately 16,250 hectares (Figure 2).

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

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Geological Report

The Ricardo Property is the subject matter of a November 2004
  review report prepared by Ramon Fam Romero, of Av. Luis Pasteur 6458, Vitacura,
  Codigo Postal 6670762, Casilla 173, Correo 30, Santiago, Chile. The following
  is summarized from company files and that report.

Exploration Programs to Date

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

In July-December, 1991, Codelco drilled 10 vertical rotary
  holes and one vertical diamond drill hole in the western portion of the Ricardo
  concession area. Total depths of the 11 drill holes ranged from 167 to 606 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.

The six holes that reportedly drilled into bedrock at depths
  of 202 to 463 meters encountered biotite schist,

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dacitic tuffs and breccias, and andesites. Summaries of geologic
  logs report abundant pyrite and traces of chalcopyrite (copper sulphide) within
  the biotite schist in the bottom 80 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 (a metamorphic rocks with an appreciable
  amount of dark mica). 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 obviously 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.

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:

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| | * | 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 combinations 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, the Company entered into a letter of intent
  (the "Letter of Intent") for an option to purchase agreement (the "Option to
  Purchase Agreement") on its Ricardo Property with Empresa Minera de Mantos Blancos
  S.A. ("Mantos Blancos"), a subsidiary of Anglo-American PLC, and Ricardo, a
  wholly owned subsidiary of Rockwell Ventures Inc. The Letter of Intent was superseded
  by a formal Option to Purchase Agreement dated March 8, 2000 (the "Option to
  Purchase Agreement"). The terms of the Option to Purchase Agreement called for
  Mantos Blancos to pay up to US$7 million over a five year

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period and a 1.5% NSR if the property was put into production.
  In addition, up to US$5 million had to be spent by Mantos Blancos during
  the five-year period on exploration and property development. Mantos Blancos
  also agreed to pay all sustaining fees and taxes related to the Ricardo Property
  starting in March 2000, and for the duration of the Option to Purchase Agreement,
  subject to a 90-day termination clause.

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"), whereby Rio Tinto
  can acquire a 100% interest in a majority of the claims which make up the Ricardo
  property. Rio Tinto can earn its interest under the Letter of Understanding
  by making annual options 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 must also spend US$4 million on exploration on the property during
  the four years, of which Rio Tinto has committed to an option payment of US$150,000
  and exploration expenditures of US$250,000 including 2,000 metres of drilling
  in the first year. Rockwell will retain a 1% net smelter royalty ("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,
  and including holes drilled fully by reverse circulation rigs and holes that
  were drilled by reverse circulation 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.

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

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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. These are intruded by Carboniferous diorites, granodiorites,
  monzonites, monzogranites and granites. Minor copper occurrences are associated
  with these intrusions. Unconformably overlying the Paleozoic units are Triassic
  conglomerates and arenites (sedimentary rocks), and rhyolitic to andesitic breccias,
  tuffs and flows (volcanic rocks). From drill hole information, it has been determined
  that dacitic volcanics are the dominant rock type to the east of the West Fault
  system in the Ricardo area. Within the district, the Triassic units are successively
  overlain by Jurassic and Lower Cretaceous sedimentary strata, that are in turn
  overlain by Upper Cretaceous conglomerates and arenites intercalated with volcanic
  units, but the latter two units are no present in the Ricardo area. In the Ricardo
  area, the main unit is Lower Cretaceous porphyritic andesites with intercalated
  dacites and andesitic breccias (volcanic rocks of various textures). The latter
  unit dominates west of the West Fault Zone.

Chuquicamata Porphyry Complex, Toki Cluster and Opache Porphyryies
  and other intrusive units were emplaced during the Eocene and Oligocene. 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

Six 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 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,

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- 17 -

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 hole 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 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

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- 18 -

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 by Rio Tinto and others have tested a number
  of areas on the Ricardo property, however, 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.




British Columbia Properties

Rockwell has executed an agreement with Amarc Resources Ltd.
  to earn-in and joint venture a number of early stage exploration projects held
  by Amarc. Pursuant to the Farmout Agreement, a budget of $600,000 is to
  be funded by Rockwell to earn up to 50% interests in the various projects. The
  properties are located in the Cariboo and Prince George regions of central British
  Columbia, Canada.

The projects are the Crystal, Hook, M3, M4, M5, Tsil and Kalder
  properties. All of the properties are located in areas where the geological
  setting is considered to be prospective for porphyry gold-copper occurrences.

The Crystal and Hook properties are located in the Cariboo
  region. Crystal is located 30 kilometers from 100 Mile House and Hook is near
  the town of Likely. Preliminary ground surveys, consisting of

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- 19 -

geological mapping, geochemical sampling and geophysical surveys,
  were carried out by Amarc prior to the Amarc/Rockwell agreement. Reconnaissance
  drilling was recently performed under the Amarc/Rockwell agreement. Assay results
  of core samples are pending.

The M3 to M5 properties, located north of Prince George, were
  staked by Amarc this year. Preliminary geophysics was carried out on M3 and
  M4 by Amarc and additional geophysics and drilling are planned on the M3, M4
  and M5 properties by Amarc and Rockwell.

The Tsil and Kalder properties are located north of Fort St
  James. Amarc carried out preliminary geophysical surveys prior to the Amarc/Rockwell
  agreement. Reconnaissance drilling was recently performed under the Amarc/Rockwell
  agreement. Assay results of core samples are pending.

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ITEM 5             OPERATING
  AND FINANCIAL REVIEW AND PROSPECTS

A.              Overview

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

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

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

Operating Results - Fiscal 2004 Compared with 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 due to $752,897 spent
  on the Royce Claims during 2004, $272,470 spent on the Ricardo Property,
  and $200,000 in drilling pursuant to a Farmout Agreement. These exploration
  expenses 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.

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). 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
  the Company, 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. 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

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- 21 -

increase in the Company'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 the Company's portfolio
  holdings of Geostar Metals Inc.

Related Party Transactions - Fiscal 2004

Hunter Dickinson Inc. ("HDI") of Vancouver, British Columbia
  carries out geological, corporate development, investor services, administrative
  and management activities, and incurs third party expenses on behalf of the
  Company on a full cost-recovery basis. In fiscal 2004, Rockwell paid HDI $362,377,
  as compared to $392,378 in fiscal 2003. During the same period, Rockwell
  reimbursed Hunter Dickinson Group Inc. $ nil, as compared to $19,375
  in fiscal 2003. The Company at May 31, 2004 had amounts receivable from HDI
  of $42,550.

Euro-American Capital Corp., a company controlled by a director
  of the Company, provided management and advisory services to the Company amounting
  to $26,083 during the fiscal year as compared to $43,727 in fiscal 2003.
  Also in fiscal 2004, Gordon J. Fretwell Law Corporation, a private company controlled
  by a director of the Company, provided legal services to the Company amounting
  to $9,957, as compared to $7,026 in the previous year.

Operating Results - Fiscal 2003 Compared with Fiscal 2002

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

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

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

Operating Results - Fiscal 2002 Compared with Fiscal 2001

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

---

- 22 -

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

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

Of the exploration expenditures in fiscal 2002, $902,291
  was spent on the Haut Plateau property, $244,852 on the Ricardo property
  and $74,128 on the Pedra Branca property. Rockwell carried out exploration
  on Pedra Branca, located in Brazil, in fiscal 2001 but has since relinquished
  its option on the Property. The fiscal 2002 costs were to finalize the exploration
  program (assays and analyses, geological, travel), and to shut down the field
  office in Brazil (site activities - $49,328).

Exploration costs for the Ricardo Property were for site expenses,
  mainly related to maintaining the office in Chile (site activities - $105,388),
  taxes and property maintenance costs (property fees/assessments - $110,066)
  and making preparations to conduct geophysical surveys and test drilling for
  water on the property (engineering - $23,502).

Expenditures on the Haut Plateau Property have mainly been
  for drilling ($292,046) and geological wages ($304,734). In March and
  April, 1,771 m of drilling were completed, in seven new holes and an extension
  to one hole drilled in 2001. In addition, an airborne geophysical survey was
  flown in May 2002. The geological are for planning and supervising the drilling
  program, logging the core on site, writing technical reports, and for ongoing
  discussions on geophysical survey. Analytical costs of $36,137 were incurred
  for samples from the drilling program. Helicopters were used to transport personnel
  to and from site, and to move the drill from the staging point on the access
  road and between drill sites, at a cost of $97,783. Travel expenditures
  ($24,724) are associated with completion of a site visit for the independent
  technical report in the second quarter, and travel costs for personnel involved
  in the drilling program. Site activities costs ($49,499) are associated
  with ploughing of access roads and preparations at site for the drill program.
  Property fees and assessments ($76,367) include costs to acquire additional
  claims, and to prepare and file assessment reports.

B.              Liquidity
  and Capital Resources

Overview

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

Fiscal 2004 Compared with Fiscal 2003

At May 31, 2004, the Company had working capital of approximately
  $1.86 million as compared to a working capital deficiency of $0.13 million
  at May 31, 2003. The increase in working capital was due to a private placement
  in December 2004 of 37,500,000 shares at $0.08 per share for net proceeds
  of $2.93 million.

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

---

- 23 -

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.

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.

Fiscal 2003 Compared with Fiscal 2002

At May 31, 2003, the Company had a working capital deficiency
  of $134,247, as compared to a positive working capital position of $494,102
  at May 31,2002. In August 2002, the Company completed a private placement consisting
  of 1,037,125 units at $0.20 per unit; each unit consisting of one common
  share and one share warrant exercisable into a common share at $0.22 until
  December 27, 2003. Proceeds of the financing net of costs was $184,894.
  At the Company's annual general meeting held in November 2002, shareholder approved
  an increase in the authorized share capital from 100,000,000 to 200,000,000
  common shares without par value.

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

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

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

Fiscal 2002 Compared with Fiscal 2001

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

The Haut Plateau option was acquired under a mineral properties
  transfer agreement ("MPTA"), as part of a properties reorganization with Amarc
  Resources Ltd. and Hunter Dickinson Group Inc. announced on November 27, 2001
  and completed December 31, 2001. Pursuant to the MPTA, Rockwell will have the
  right to operate and, at its option, acquire a 60% participating joint venture
  interest in the Haut Plateau

---

- 24 -

property by incurring $10 million in staged exploration
  expenditures by April 30, 2006. The first $1 million of expenditures is
  to be expended by April 30, 2002. Upon the Company earning a 60% interest, a
  joint venture will be formed with each party paying its proportionate share
  of exploration expenses. Falconbridge has a back-in right to convert its 40%
  interest to a 60% interest by completing and funding a positive bankable feasibility
  study and arranging the debt financing and requisite completion guarantees for
  development of a mine. In accordance with the property reorganization agreement,
  the Company received the first tranche of share purchase warrants from Amarc
  in the third quarter, exercisable until December 31, 2003 at $1.00 per share.
  The shares issued on exercise of the warrants were subject to a hold period
  to May 1, 2002.

In April 2002, the Company completed a private placement financing
  issuing 3,843,750 units. The financing included 1,343,750 flow-through and 2,500,000
  non flow-through units at a price of $0.16 per Unit. Each unit was comprised
  of one common share and one share purchase warrant exercisable to purchase one
  additional share at a price of $0.16, until April 19, 2003 for the non flow-through
  units and October 19, 2003 for the flow-through units. The financing was subject
  to placement fees (which included 134,375 non flow-through units) in accordance
  with TSX Venture Exchange policies, and raised $550,117 net of all costs.

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

Financings and Expenditures

|                                                         |   | Proposed  |  |   | Actual   
|-------------------------------------------------------- | - | --------- |  | - | ---------
|Haut Plateau Exploration - 4,600 m drilling & geophysics | $ | 900,000   |  | $ | 902,291  
|Administrative expenses for one year                     |   | 600,000   |  |   | 564,050  
|Reserved for Working Capital                             |   | 300,000   |  |   | 318,980  
|Total use of funds                                       | $ | 1,800,000 |  | $ | 1,785,321

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

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

Financial Instruments

Rockwell financed its activities from 2000 through 2003 primarily
  through the issuance of equity shares through private and public distributions.
  Rockwell keeps its financial instruments denominated in Canadian dollars and
  does not engage in any hedging operations with respect to currency or in-situ
  minerals.

C.              Research
  and Development, Patents and License, etc.

Not applicable.

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- 25 -

D.Trend
  Information

As a natural resource exploration company, Rockwell's activities
  are more cyclical as metals prices have traditionally been cyclical in nature.
  According to an October 2004 report by Bloomberg, copper stockpiles have dropped
  by 83% in the past year as supply from the world's largest copper mines has
  decreased while demand from China and the United States has increased. Copper
  prices reached a 15 year high of US$1.46 per pound in mid-October, and have
  averaged US$1.27 per pound over the calendar year to mid-November 2004.

E.              Off-Balance
  Sheet Arrangements

Not applicable.

F.              Tabular
  Disclosure of Contractual Obligations

None.

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- 26 -

ITEM 6             DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

A.              Directors
  and Senior Management

|                                                |                      | Shares              
|----------------------------------------------- | -------------------- | --------------------
|                                                |                      | Beneficially        
|                                                | Period a Director of | Owned or            
|Name, Position and Place of Residence           | the Company          | Controlled(1)       
|                                                |                      |                     
|Rene G. Carrier                                 | since April 1993     | 533,439 shares(3)   
|North Vancouver, British Columbia, Canada       |                      | 100,000 options     
|Director                                        |                      | 300,000 warrants    
|                                                |                      |                     
|Scott D. Cousens                                | since November 2000  | 4,471,711 shares    
|Vancouver, British Columbia, Canada             |                      | 500,000 options     
|Director                                        |                      | 1,250,000 warrants  
|                                                |                      |                     
|Robert A. Dickinson                             | since November 2000  | 3,010,640 shares (2)
|Lions Bay, British Columbia, Canada             |                      | 500,000 options     
|Chairman of the Board and Director              |                      |                     
|                                                |                      |                     
|Gordon J. Fretwell                              | since March 1998     | 147,500 shares      
|West Vancouver, British Columbia, Canada        |                      | 100,000 options     
|Secretary and Director                          |                      |                     
|                                                |                      |                     
|Jeffrey R. Mason                                | since November 2000  | 2,197,043 shares    
|Vancouver, British Columbia, Canada             |                      | 500,000 options     
|Chief Financial Officer and Director            |                      |                     
|                                                |                      |                     
|Douglas B. Silver                               | since March 1998     | 100,000 options     
|Littleton, Colorado, U.S.A.                     |                      |                     
|Director                                        |                      |                     
|                                                |                      |                     
|Ronald W. Thiessen                              | since November 2000  | 1,604,200 shares    
|West Vancouver, British Columbia, Canada        |                      | 500,000 options     
|President, Chief Executive Officer and Director |                      | 625,000 warrants    
|                                                |                      |                     
|                                                |                      | 11,964,533 shares   
|                                                |                      | 2,300,000 options   
|                                                |                      | 2,175,000 warrants  

|(1) | The information as to shares beneficially owned
        or controlled has been furnished by insiders as filed on www.sedi.ca and
        is as of November 15, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Certain of these shares are held by United Mineral
        Services, a private company that is wholly owned by Mr. Dickinson.                                       
|   
|(3) | Certain of these shares are held by Euro American
        Capital Corporation, a private company that is wholly owned by Mr. Carrier.                               

---

- 27 -

Principal Occupation of Current Management of Rockwell

RENE G. CARRIER - Director

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

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

SCOTT D. COUSENS - Director

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

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

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

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

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

---

- 28 -

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

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

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

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

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

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

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

---

- 29 -

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

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

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

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

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

Mr. Thiessen is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., CEO and President (September 2000 to present); Director
  (September 1995 to present); Anooraq Resources Corporation, CEO and President
  (September 2000 to present), Director (April 1996 to present); Farallon Resources
  Ltd., CEO and President (September 2000 to September 2004), Co-Chairman
  (September 2004 - present), Director (August 1994 to present); Great Basin
  Gold Ltd., CEO and President (September 2000 to present), Director (October
  1993 to present); Continental Minerals Corporation (formerly Misty Mountain
  Gold Limited), CEO and President (September 2000 to present), Director
  (November 1995 to present); Northern Dynasty Minerals Ltd., CEO and President
  (November 2001 to present), Director (November 1995 to present); Taseko Mines
  Limited, CEO and President (September 2000 to present), Director (October
  1993 to present); Casamiro Resources Corp., President and Director (February
  1990 to 2002).

B.              Compensation

During Rockwell's financial year ended May 31, 2004 the aggregate
  direct remuneration paid or payable to Rockwell's directors and senior officers
  by Rockwell and its subsidiaries, all of whose financial statements are consolidated
  with those of Rockwell, was $93,047. This figure includes any portion of
  remuneration received by the named person as an officer or employee of Hunter
  Dickinson Inc. that is attributable to Rockwell's affairs. The direct remuneration
  paid or payable to Company's directors and senior officers by subsidiaries of
  Rockwell whose financial statements are not consolidated with those of Rockwell
  was $ nil.

---

- 30 -

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 Compensation |                                
|-------------------------------------------------------------------------- | ----------------------- | ----------------------- | ---------------------- | -------------------------------
|                                                                           |                         |                         | Awards                 | Payouts                        
|Name and Principal  Position                                               | Year                    | Salary ($)              | Bonus ($)              | Other Annual Compen- sation ($)
|Ronald W. Thiessen   President, Chief Executive 
       Officer & Director | 2004 
       2003  2002 | $20,693 $10,928 $12,357 | Nil Nil Nil            | Nil
      Nil
      Nil        
|Jeffrey R. Mason   Chief Financial Officer and 
       Director            | 2004 
       2003  2002 | $15,612 $7,262 $12,357  | Nil Nil Nil            | Nil
      Nil
      Nil        

An aggregate of 1,000,000 share options were granted to the
  Named Executive Officers during the financial year ended May 31, 2004. An aggregate
  of nil options were exercised by the Named Executive Officers during the financial
  year ended May 31, 2004.

Termination of Employment, Change in Responsibilities and
  Employment Contracts

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

Securities Held By Insiders

As at November 15, 2004 the directors and officers of Rockwell
  and their affiliates held as a group, directly and indirectly, own or control
  an aggregate of 11,964,533 common shares (12.8%) and hold 2,300,000 options
  and warrants to acquire an additional 2,175,000 common shares. To the knowledge
  of the directors and officers of Rockwell, as at such date, there were no persons
  holding more than 10% of the issued common shares.

C.              Board
  Practices

All directors were elected at the annual general meeting held
  in November 2003 and have a term of office expiring at the next annual general
  meeting of Rockwell expected to be held in December 2004. 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.

---

- 31 -

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 November 15, 2004, Rockwell had no remuneration or nomination
  committee.

D.              Employees

At November 15, 2004, Rockwell had no direct employees. Rockwell's
  administrative and exploration functions are primarily administered through
  Hunter Dickinson Inc. and contractors (see Item 7).

E.              Share
  Ownership

At November 15, 2004, an aggregate of 5,235,500 common shares
  have been reserved for issuance pursuant to the following director, executive
  officer and service provider stock options:

(a)Incentive
  Options

| |             |               | Exercise |          
| | ----------- | ------------- | -------- | ---------
| |             | Expiry date   | price    | Total    
| | Directors   | May 20, 2005  | 0.15     | 2,300,000
| |             |               |          |          
| | Employees   | April 6, 2005 | 0.16     | 15,000   
| |             |               | 0.43     | 35,000   
| |             | May 20, 2005  | 0.10     | 45,000   
| |             |               | 0.12     | 25,500   
| |             |               | 0.15     | 2,620,000
| |             |               | 0.16     | 45,000   
| |             | July 29, 2005 | 0.10     | 30,000   
| |             | May 19, 2006  | 0.08     | 120,000  
| |             |               |          |          
| | Grand Total |               |          | 5,235,500

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

During fiscal 2004, 30,000 incentive options were exercised.

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- 32 -

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 Rockwell does not have knowledge
  or access to information about of the beneficial owners thereof. To the best
  of its knowledge, Rockwell is not directly or indirectly owned or controlled
  by a corporation or foreign government. As of November 15, 2004, Rockwell had
  authorized 200,000,000 common shares without par value of which 93,550,775 were
  issued and outstanding.

As of November 15, 2004, the only registered holder of 5%
  or more of the common shares of Rockwell were brokerage clearing houses.

As of November 15, 2004, directors and officers of Rockwell
  in total (7 persons) owned or controlled an aggregate of 11,964,533 shares (12.8%)
  of Rockwell, or 16,439,533 shares (17.7%) on a fully diluted basis.

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

As at November 15, 2004, 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.

|                | Number of registered | Number of common |      
|--------------- | -------------------- | ---------------- | -----
|Location        | shareholders         | shares held      | %    
|Canada          | 33                   | 82,417,731       | 88.0 
|United States   | 17                   | 4,440,949        | 4.8  
|Other countries | 139                  | 6,692,095        | 7.2  
|Total           | 189                  | 93,550,775       | 100.0

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

B.              Related
  Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Rockwell or its predecessors during the year ended May 31, 2004 except as follows:

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- 33 -

|(a) | Arrangements with Hunter Dickinson Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | Hunter Dickinson Inc. ("HDI") is a private company
        with certain directors in common with Rockwell that provides geological,
        corporate development, administrative and management services to, and
        incurs third-party costs on behalf of, Rockwell on a full cost recovery
        basis pursuant to a Geological, Management and Administration Services
        Agreement dated January 1, 2001. Accordingly, Rockwell has no full time
        management or employees as certain of these services are provided to it
        by HDI pursuant to this agreement. However, Rockwell also engages independent
        third-party contractors for work on specific projects as needs warrant.
        HDI is owned equally by ten publicly-traded exploration companies (one
        of which is Rockwell) and is managed by persons the majority of whom are
        also directors of Rockwell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | HDI is one of the largest independent mining exploration
        groups in North America and as of November 15, 2004, employs or retains
        on a substantially full-time basis, 17 geoscientists, including six with
        advanced degrees (of which 8 are P.Geo.'s, 3 are P.Eng.'s and 2 have Ph.D's),
        three licensed professional mining or civil engineers (P.Eng.'s), seven
        other professionals (of which 4 are CA's) and 15 administrative staff.
        It has supervised mineral exploration projects in Canada (British Columbia,
        the Yukon, Manitoba, Ontario and Quebec) and internationally in Nevada,
        Alaska, Mexico, Brazil and South Africa. HDI allocates, based on time
        records, the cost of personnel input into projects such as the Ricardo
        Property. Such personnel and third party contractors are billed to the
        participating public companies on a full cost recovery basis (inclusive
        of HDI staff costs and overhead) for amounts, which are considered by
        Rockwell management to be at a cost that is competitive with arm's-length
        suppliers. The shares of HDI are owned by each of the participating public
        corporations (including Rockwell) for as long as HDI's services are being
        retained by such participating company; however a participant surrenders
        its single share of HDI at the time of termination of the standard form
        of services agreement. The agreement can be cancelled and its subsidiaries
        by either party on 30 days' notice. Any remuneration paid by Rockwell
        to executive officers through payments to HDI is included in their remuneration
        figures disclosed in Item 6.
|   
|    | During the year ended May 31, 2004, the Company
        paid $362,377 (May 31, 2003 -- $392,378) for such services and
        cost reimbursements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(b) | Option Assignment Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | The Option Assignment Agreement dated June 6, 2001
        between Rockwell and HDGI pursuant to which HDGI assigned to Rockwell
        its rights to earn a 60% participating joint venture interest in the Fox
        River property. Consideration for the Option Assignment Agreement was
        the agreement by Rockwell to reimburse costs incurred by HDGI in respect
        to the Fox River project and the agreement to issue to HDGI the HDGI Warrants.
        As Amarc has relinquished its option on the Fox River property, these
        warrants have been terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(c) | Mineral Properties Transfer Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | Rockwell has, pursuant to the Mineral Properties
        Transfer Agreement and regulatory approval, agreed to relinquish its rights
        to the Fox River property in order to allow HDGI to provide Amarc with
        the right to earn a 60% interest in the Fox River property, receive up
        to 1 million share purchase warrants in Amarc, cancel the agreement to
        issue the HDGI Warrants and in return receive an assignment of HDGI's
        right to acquire a 60% interest in the Haut Plateau property. As Amarc
        has relinquished its option on the Fox River property, these warrants
        have been terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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- 34 -

|(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 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 David S. Jennings, all of whom reside in the vicinity
        of Vancouver, B.C.
|   
|    | During the year ended May 31, 2004, the Company
        paid $nil (May 31, 2003 -- $19,375) for such services and cost
        reimbursements.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                              |   | Years ended May 31 | 
| | -------------------------------------------- | - | ------------------ | 
| | Balances receivable (payable)                |   |                    | 
| | Exploration advance balances receivable      |   |                    | 
| | from (payable to) a related party:           |   |                    | 
| | Hunter Dickinson Inc. (a)                    |   |                    | 
| |                                              |   |                    | 
| |                                              |   |                    | 
| |                                              |   | Years ended May 31 | 
| | Transactions                                 |   | 2004               | 
| | Services rendered and expenses reimbursed    |   |                    | 
| | Hunter Dickinson
      Inc. (a)              | $ | 362,377            | 
| | Hunter
      Dickinson Group Inc. (b)        |   | -                  | 
| | Gordon J. Fretwell
      Law Corporation (c) |   | 9,957              | 
| | Euro-American Capital Corporation
      (d)  |   | 26,083             | 

Gordon J. Fretwell Law Corporation is a private company controlled
  by Gordon Fretwell, a director, that provides legal services to the Company.
  During the year ended May 31, 2004, the Company paid $9,957 (May 31, 2003
  -- $7,026) for such services.

Euro-American Capital Corporation is a private company controlled
  by Rene Carrier, a director, that provides management services to the Company
  During the year ended May 31, 2004, the Company paid $26,083 (May 31, 2003
  -- $43,727) for such services.

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       

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- 35 -

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

Dividend Policy

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

B.              Significant
  Changes

There have been no significant changes to the accompanying
  financial statements since May 31, 2004.

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- 36 -

ITEM 9             THE
  OFFER AND LISTING

A.              Offer
  and Listing Details Trading Markets

|                                           | TSX Venture Exchange |       | OTCBB Exchange
|------------------------------------------ | -------------------- | ----- | --------------
|                                           | Symbol=RCW           |       | Symbol=RCKVF  
|                                           | Canadian Dollars     |       | U.S. Dollars  
|                                           | High                 | Low   |               
|Five most recent financial years           |                      |       |               
|Fiscal 2000                                | $0.85                | $0.15 |               
|Fiscal 2001                                | $0.95                | $0.25 |               
|Fiscal 2002                                | $0.47                | $0.12 |               
|Fiscal 2003                                | $0.22                | $0.02 |               
|Fiscal 2004                                | $0.32                | $0.04 |               
|                                           |                      |       |               
|Two most recent financial years by quarter |                      |       |               
|Quarter ended August 31, 2002              | $0.22                | $0.06 |               
|Quarter ended November 30, 2002            | $0.08                | $0.03 |               
|Quarter ended February 28, 2003            | $0.07                | $0.02 |               
|Quarter ended May 31, 2003                 | $0.06                | $0.04 |               
|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 |               
|                                           |                      |       |               
|Latest six months                          |                      |       |               
|May 2004                                   | $0.11                | $0.08 |               
|June 2004                                  | $0.09                | $0.08 |               
|July 2004                                  | $0.10                | $0.07 |               
|August 2004                                | $0.09                | $0.07 |               
|September 2004                             | $0.14                | $0.07 |               
|October 2004                               | $0.17                | $0.12 |               
|November 2004 (to November 15, 2004)       | $0.16                | $0.13 |               

B.              Plan
  of Distribution

Not applicable.

---

- 37 -

C.              Markets

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

D.              Selling
  Shareholders

Not applicable.

E.              Dilution

Not applicable.

F.              Expenses
  of the Issue

Not applicable.

ITEM 10             ADDITIONAL
  INFORMATION

A.              Share
  Capital

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

B.              Memorandum
  and Articles of Association

A discussion of the articles and memoranda of Rockwell follows:

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

Objects and Purposes

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

Directors - Powers and Limitations

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

Under the articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Rockwell or
  who holds any office or possesses any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director shall declare

---

- 38 -

the nature and extent of such interest in such contract or
  transaction. A director shall not vote in respect of any such contract or transaction
  if the company in which he is interested and if he should vote his vote shall
  not be counted but shall be counted in the quorum present at the meeting. Similarly,
  under the Company Act (British Columbia) ("BCCA") directors are obligated
  to abstain from voting on matters in which they may be financially interested
  after fully disclosing such interest. Directors must abstain in such circumstances
  both under the articles and under the BCCA.

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

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

Rights and Restrictions attached to Shares

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

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

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

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

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

---

- 39 -

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 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 BCCA and not by the articles of Rockwell.

Shareholders Meetings

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

---

- 40 -

Redemption

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

Rockwell has no redeemable securities authorized or issued.

Pre-emptive Rights

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

Liquidation

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

No Limitation on Foreign Ownership

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

Dividends

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

Voting Rights

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

Change in Control

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

Share Ownership Reporting

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

---

- 41 -

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 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 is approximately Cdn$200 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.

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

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

E.              Taxation

Certain Canadian Federal Income Tax Consequences

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

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

Dividends on Common Shares and Other Income

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

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

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

Dispositions of Common Shares

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

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

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

(a) the
  value of the shares is derived principally from "real property" in Canada, including
  the right to explore for or exploit natural resources and rights to amounts
  computed by reference to production,

(b)
  the shareholder was resident in Canada for 120 months during any period of 20
  consecutive years preceding, and at any time during the 10 years immediately
  preceding, the disposition and the shares were owned by him when he or she ceased
  to be resident in Canada, or

(c)
  the shares formed part of the business property of a "permanent establishment"
  that the holder has or had in Canada within the 12 months preceding the disposition.

United States Tax Consequences

United States Federal Income Tax Consequences

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

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

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

U.S. Holders

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

Distribution on Common Shares of Rockwell

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

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

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

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

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

Foreign Tax Credit

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

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

Disposition of Common Shares of Rockwell

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

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

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

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

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

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

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

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- 48 -

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

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

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

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

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

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

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- 49 -

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

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

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

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

---

- 50 -

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

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

Controlled Foreign Corporation

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

F.              Dividends
  and Paying Agents

Not applicable.

G.              Statement
  by Experts

Not applicable.

---

- 51 -

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
  Actare available for viewing on the internet at  www.sedar.com.

I.  Subsidiary
  Information  
  Not applicable.  ITEM 11QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a) 
  Transaction Risk and Currency Risk Management  
  Rockwell's operations do not employ financial instruments or derivatives that
  are market sensitive and Rockwell does not have financial market risks. 
  (b)  Exchange
  Rate Sensitivity  
  Rockwell has mineral properties located in Chile and as such is not exposed
  to the effects of exchange rate fluctuations related to the US dollar. Its assets
  and liabilities are primarily denominated in Canadian dollars and the financial
  statements are reported in Canadian dollars.(c) 
  Interest Rate Risk and Equity Price Risk  
  Rockwell is equity financed and does not have any debt which would be subject
  to interest rate change risks.  (d)  Commodity
  Price Risk  
  While the value of Rockwell's mineral properties can always be said to relate
  to the price of the commodity and the outlook for same, Rockwell does not have
  any operating mines nor economic ore and hence does not have any hedging or
  other commodity based risks respecting its operations.ITEM 12DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES  A.  Debt
  Securities  
  Not applicable.  B.  Warrants
  and Rights  
  Not applicable. (Rockwell's warrants are non-transferable and no market exists
  for them. Rockwell has  issued no rights.)  C.  Other
  Securities  
  Not applicable.

---

- 52 -

D.              American
  Depositary Shares

Not applicable.

PART II

ITEM 13             DEFAULTS,
  DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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

Not applicable.

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, 2004, 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, 2004, 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

---

- 53 -

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.                                                                                                                                          

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 the audit committee of the Company who qualifies as a "financial
  expert" based on his education and experience. The Company is currently reviewing
  candidates for this role.

B.              Code
  of Ethics

The Company has adopted a code of ethics that applies to the
  Company's chief executive officer, the chief financial officer, and other members
  of senior management. The Code of Ethics is appended as an exhibit to this Form
  20-F.

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, 2004
|Audit Fees | $  25,000   
|Tax Fees   | 1,650       
|           | $  26,650   

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

---

- 54 -

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.

PART III

ITEM 17             FINANCIAL
  STATEMENTS

The following attached financial statements are incorporated herein:

|(1) | Report of Independent Registered Public Accounting Firm on the consolidated
      financial statements;         
|--- | ----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                 
|(2) | Consolidated balance sheets as at May 31, 2004 and 2003;                                                        
|    |                                                                                                                 
|(3) | Consolidated statements of operations and deficit for each of the years
      ended May 31, 2004, 2003 and 2002;
|    |                                                                                                                 
|(4) | Consolidated statements of cash flows for the periods referred to in
      (3) above;                           
|    |                                                                                                                 
|(5) | Notes to the consolidated financial statements;                                                                 

ITEM 18             FINANCIAL
  STATEMENTS

NOT APPLICABLE. See Item 17.

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.                                                                

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- 55 -

|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 |                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                    
|1& 2     | Articles of incorporation,
        bylaws and instruments defining rights of common shareholders have been
        previously filed.                                                                               
|         |                                                                                                                                                                                                                    
|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.                                                                                                                 
|         |                                                                                                                                                                                                                    
|4        | Geological, Management and
        Administration Services Agreement between Hunter Dickinson Inc. and Rockwell
        Ventures Inc.                                                                              

---

- 56 -

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

|Type of  | Description                                                                                                                                         
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Document |                                                                                                                                                     
|         |                                                                                                                                                     
|4(b)(ii) | Rio Tinto Agreement
      dated January 30, 2004                                                                                                    
|         |                                                                                                                                                     
|4(b)(ii) | Farmout and Joint Venture
      Agreement dated November 1, 2004                                                                                    
|         |                                                                                                                                                     
|10       | Code of Ethics                                                                                                                                      
|         |                                                                                                                                                     
|12.1     | Section 302 Certification
      - CEO                                                                                                               
|         |                                                                                                                                                     
|12.2     | Section 302 Certification
      - CFO                                                                                                               
|         |                                                                                                                                                     
|13.1     | Section 906 Certification
      - CEO and CFO                                                                                                       
|         |                                                                                                                                                     
|99.1     | Audited financial statements as at May 31, 2004 and 2003 and for the years
        ended May 31, 2004, 2003, and 2002, and auditor's report thereon.

SIGNATURES

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

|ROCKWELL VENTURES INC.                           | 
|------------------------------------------------ | 
|                                                 | 
|                                                 | 
|Per:                                             | 
|                                                 | 
|                                                 | 
|/s/ Jeffrey R. Mason                             | 
|JEFFREY R. MASON                                 | 
|Director, Chief Financial Officer, and Secretary | 
|                                                 | 
|                                                 | 
|DATED:           
      November 25, 2004        | 

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