NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES
October 18, 2006 Vancouver, BC — Rockwell Ventures Inc. (“Rockwell” or the “Company”) (TSXV: RVI; OTCBB: RVINF) announces that it has entered into an agreement with a syndicate of agents (the “Agents”) led by Westwind Partners Inc. and including Canaccord Adams., for a “best efforts” private placement of $21 million of units at $0.50 per unit (the “Offering”).
Each unit will consist of one common share (“Shares”) in the capital of the Company and one Share purchase warrant. Each warrant will entitle the holder to buy one Share in the capital of the Company at the exercise price of $0.60 during the first year from completion of the financing, or at an exercise price of $0.80 during the second year or at an exercise price of $1.00 during the third year. The third year term of the warrants is conditional upon Rockwell achieving Tier 1 status on the TSX Venture Exchange within the first two years.
Rockwell will use the net proceeds from the Offering to acquire the interests and/or rights as described in the June 30, 2006 press release issued by the Company (“Acquisition Transaction”) in four alluvial diamond properties in Southern Africa and the Democratic Republic of the Congo, to discharge interim indebtedness amounting to $9.5 million, to carry out exploration and development, and for general working capital and corporate development purposes.
The Offering will be subject to prospectus exemptions under applicable securities legislation and is expected to close on or about November 10, 2006. The Offering is subject to receipt of regulatory approvals including that of the TSX Venture Exchange, as well as the execution of definitive agreements. The Shares and warrants issued under the Offering will be subject to a four-month “hold period” under applicable Canadian securities legislation from the date of completion of the financing and any Shares issued to US Persons will be further restricted under applicable US Securities laws. A portion of the Offering will be non-brokered. Insiders will participate and no fees will be payable on that portion of the placement.
Rockwell Ventures Inc. is a natural resource company engaged in the acquisition and exploration of diamond operations and properties and is listed on the TSX Venture Exchange trading under the symbol RVI.
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.
President and COO
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 release includes certain statements that may be deemed “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 each Company expects are forward-looking statements. Although the Company 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. There is no certainty of the financing completing. 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, geopolitical uncertainty and political and economic instability, and general economic, and market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that 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 the Company’s home jurisdiction filings that are available at www.sedar.com.