Rockwell Ventures Inc Sample Contracts

Letter of Understanding – Ricardo Purchase Option Agreement
Rockwell Ventures Inc • November 30th, 2004 • Gold and silver ores

This Letter of Understanding (LOU) sets out the terms under which Minera Ricardo Resources Inc. S.A. (Minera Ricardo) grants Rio Tinto Mining and Exploration Limited, Agencia en Chile (Rio Tinto) an exclusive option to acquire a 100% interest in the mineral rights held by it that are shown in Appendix A and listed in Appendix B (the Property).

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OPTION ASSIGNMENT AGREEMENT
Option Assignment Agreement • December 4th, 2003 • Rockwell Ventures Inc • Gold and silver ores • British Columbia
CREDIT AGREEMENT
Agreement • December 15th, 2006 • Rockwell Ventures Inc • Gold and silver ores • British Columbia

QUEST CAPITAL CORP., a British Columbia company, having an office at Suite 300, 570 Granville Street, Vancouver, British Columbia V6C 3P1

AGENCY AGREEMENT
Agency Agreement • December 17th, 2007 • Rockwell Diamonds Inc. • Gold and silver ores • Ontario

The foregoing representations contained in this certificate are true and accurate as of the date hereof and will be true and accurate as of the Closing Date. If any such representations shall not be true and accurate prior to the Closing Date, the Subscriber shall give immediate notice to the Corporation and the Agent.

GEOLOGICAL, MANAGEMENT AND ADMINISTRATION SERVICES AGREEMENT
Management and Administration Services Agreement • October 31st, 2003 • Rockwell Ventures Inc • Gold and silver ores • British Columbia

HUNTER DICKINSON INC., a company incorporated under the federal laws of Canada having a registered office at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7 (herein “HDI”)

MINERAL PROPERTIES TRANSFER AGREEMENT
Mineral Properties Transfer Agreement • October 31st, 2003 • Rockwell Ventures Inc • Gold and silver ores • British Columbia

WHEREAS Rockwell has agreed to quitclaim any indirect interest in a certain mineral property and hence is seeking a new property interest;

FARMOUT AND JOINT VENTURE AGREEMENT BETWEEN AMARC RESOURCES LTD. AND ROCKWELL VENTURES INC.
Farmout and Joint Venture Agreement • November 30th, 2004 • Rockwell Ventures Inc • Gold and silver ores • British Columbia

NOW, THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of $1.00 now paid by RCW to Amarc and the mutual covenants and agreements herein contained, the parties hereto mutually agree as follows:

SUBORDINATED CONVERTIBLE NOTE SUBSCRIPTION AGREEMENT
Subscription Agreement • December 15th, 2006 • Rockwell Ventures Inc • Gold and silver ores

The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from Rockwell, on the terms and conditions set forth in Schedule A attached hereto (together with the first three pages, the “Agreement”), the subordinated convertible notes (the “Notes”) in the capital of Rockwell set out on page 2 hereof.

LOAN AGREEMENT
Loan Agreement • December 17th, 2007 • Rockwell Diamonds Inc. • Gold and silver ores • British Columbia
SALE OF BUSINESS AGREEMENT between FOLMINK DELWERY CC REGISTRATION NO. CK 1990/021880/23 and H C VAN WYK DIAMONDS LIMITED REGISTRATION NO. 2001/006812/06
Sale of Business Agreement • December 17th, 2007 • Rockwell Diamonds Inc. • Gold and silver ores
ROCKWELL VENTURES INC. SUBSCRIPTION AGREEMENT FOR UNITS (For United States Subscribers)
Rockwell Ventures Inc • December 15th, 2006 • Gold and silver ores • Ontario

Jurisdiction: The offering will be made pursuant to private placement exemptions (excluding exemptions that require the use of an offering memorandum) in Ontario, Alberta and British Columbia (the “Qualifying Jurisdictions”) and to institutional accredited investors and qualified institutional buyers in the United States that satisfy the requirements of Rule 501(a)(1), (2), (3) and (7) of Regulation D under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).

CONTRACTOR AGREEMENT between GALPUTS MINERALE (PROPRIETARY) LIMITED and DURNPIKE INVESTMENTS (PROPRIETARY) LIMITED
Contractor Agreement • December 15th, 2006 • Rockwell Ventures Inc • Gold and silver ores
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