CREDIT AGREEMENTCredit 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
LOAN AGREEMENT amongst ROCKWELL VENTURES INC ROCKWELL RESOURCES RSA (PROPRIETARY) LIMITED DURNPIKE INVESTMENTS (PROPRIETARY) LIMITED JEFFREY BRENNER ROBBIE BLAU LARRY LIPSCHITZ MARK BRISTOW JOHN BRISTOW LES JOHNSTON GAWIE MALAN and IRA EPSTEINLoan Agreement • December 15th, 2006 • Rockwell Ventures Inc • Gold and silver ores
SUBORDINATED CONVERTIBLE NOTE SUBSCRIPTION AGREEMENTSubordinated Convertible Note 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.
ROCKWELL VENTURES INC. SUBSCRIPTION AGREEMENT FOR UNITS (For United States Subscribers)Subscription Agreement • December 15th, 2006 • Rockwell Ventures Inc • 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) LIMITEDContractor Agreement • December 15th, 2006 • Rockwell Ventures Inc • Gold and silver ores
