Securities Law & Instruments


Reporting issuer in Albertaand British Columbia that is listed on the TSX Venture Exchangedeemed to be a reporting issuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990,c. S.5, as am., s. 83.1(1).

Policies Cited

Policy 12-602 Deeming an Issuerfrom Certain Other Canadian Jurisdictions to be a ReportingIssuer in Ontario (2001) 24 OSCB 1531.



R.S.O.1990, c. S.5, AS AMENDED(the "Act")






(Subsection 83.1(1))

UPON the applicationof Rockwell Ventures Inc. ("Rockwell") for an orderpursuant to subsection 83.1(1) of the Act deeming Rockwell tobe a reporting issuer for the purposes of Ontario securitieslaw;

AND UPON consideringthe application and the recommendation of the staff of the Commission;

AND UPON Rockwell representingto the Commission as follows:

1. Rockwell was incorporatedunder the laws of the Province of British Columbia on November10, 1988 under the name "Annabel Gold Mines Inc.".The Company changed its name to "Carissa Mining Corporation"on January 24, 1994. On October 26, 1995 the Company changedits name to "Rockwell Ventures Inc."

2. Rockwell's head officeis in Vancouver, British Colombia.

3. Rockwell became a reportingissuer under the Securities Act (British Columbia)on July 25, 1990. As a result of the amalgamation of the VancouverStock Exchange and the Alberta Stock Exchange, Rockwell wasdeemed to be a reporting issuer in Alberta as of July 1, 2001.

4. Rockwell has maintainedits continuous disclosure obligations under the SecuritiesAct (British Columbia) since 1990, which requirementsare substantially similar to those under the Act. The continuousdisclosure material filed by Rockwell since August 1997 areavailable on the SEDAR system.

5. Rockwell's authorized sharecapital consists of 100,000,000 of common shares. As of July1, 2002, the issued and outstanding share capital consistedof 54,162,150 common shares. In addition, as of July 1, 2002,options to purchase 1,305,000 common shares and warrants topurchase 12,053,950 common shares were also outstanding.

6. Rockwell's common sharesare listed on the TSX Venture Exchange Inc. ("TSX Venture")under the trading symbol RCW, and have been continuously listedon the TSX Venture (or its predecessor, the Vancouver StockExchange) since October 1990. Rockwell's common shares arealso quoted for trading on the National Association of SecuritiesDealers Over-the-Counter Bulletin Board.

7. Rockwell is not in defaultof any requirements of the securities legislation of BritishColumbia or Alberta, or of any of the requirements of theTSX Venture.

8. Neither the Rockwell norany of its officers, directors or, to the best of its knowledge,Rockwell's controlling shareholders, has been (i) the subjectof any penalties or sanctions imposed by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority, (ii) entered into a settlement agreementwith a Canadian securities regulatory authority, or (iii)been subject to any other penalties or sanctions imposed bya court or regulatory body that would likely be consideredimportant to a reasonable investor making an investment decision.

9. Neither Rockwell nor anyof its officers, directors or, to the best of its knowledge,Rockwell's controlling shareholders, is subject to any (i)known ongoing or concluded investigations by any Canadiansecurities regulatory authority or any court or regulatorybody, other than a Canadian securities regulatory authority,that would be likely to be considered important to a reasonableinvestor making an investment decision, or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver manager or trustee, within the preceding ten years.

10. No director or officerof Rockwell and, to the best of its knowledge, none of itscontrolling shareholders, is or has been, within the precedingten years, a director or officer of any other issuer whichhas been the subject of, (i) any cease-trade or similar order,or order that denied access to any exemption under Ontariosecurities law, for a period of more than 30 consecutive days,or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver manager or trustee.

AND UPON the Commissionbeing satisfied that it would not be prejudicial to the publicinterest to do so;

IT IS HEREBY ORDEREDpursuant to section 83.1(1) of the Act that Rockwell be deemeda reporting issuer for the purposes of Ontario securities law.

July 22, 2002.

"Margo Paul"