NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
April 1, 2007 – 8:00 PM Pacific Daylight Saving Time, Vancouver, BC – Rockwell Ventures Inc. (“Rockwell” or the “Company”) (TSXV: RVI; OTCBB: RVINF) announces that it has engaged a syndicate of Canadian securities dealers, led by RBC Capital Markets, for a unit offering of up to C$35 million to be sold on a commercially reasonable efforts basis. Rockwell has also reached agreements in principle with a group of accredited overseas investors to complete a non-brokered placement on the same terms. Each unit will be comprised of one common share and one warrant to acquire a common share. The number of units to be sold and the price of these units will be determined in the context of the market and is expected to be announced shortly prior to the completion of the offering.
The financings are targeted to raise C$45 million in total proceeds, comprised of approximately C$35 million to be marketed to investors under the brokered offering and C$10 million to be raised in the non-brokered offering. Completion of both offerings is expected to occur on or about April 30, 2007. The net proceeds from the offerings will be used to fund Rockwell’s acquisition of the Middle Orange River Operations (“MORO”) from Trans Hex Group Limited (as announced on 6 March 2007), expand production capacity at its Wouterspan operation across the river from the MORO, implement improvements at its other operations, and for general corporate purposes.
The common shares and warrants to be sold under the offerings have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and will not be offered or sold within the United States or to or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
For further details on Rockwell Ventures Inc., please visit the Company’s website at www.rockwellventures.com or contact Investor Services at (604) 684-6365 or within North America at 1-800-667-2114.
Dr. John Bristow
President and Chief Operating Officer
No regulatory authority has approved or disapproved the information contained in this news release.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release contains forward-looking statements which involve known and unknown risks, delays and uncertainties not under Rockwell’s control which may cause actual results, performance or achievements of Rockwell to be materially different from the results, performance or expectations implied by these forward-looking statements.
Other than statements of historical fact all statements in this release that address future production, reserve or resource potential, exploration drilling, exploitation activities and events or developments that Rockwell expects are forward-looking statements. Although Rockwell believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, changes in and the effect of government policies regarding mining and natural resource exploration and exploitation, availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. For more information on Rockwell, Investors should review Rockwell’s annual Form 20-F filing with the United States Securities and Exchange Commission www.sec.com and Rockwell’s home jurisdiction filings that are available at www.sedar.com.