07 August 2013

TARGET STATEMENT RECEIVED FROM ROCKWELL MINERALS LIMITED

Elementos Limited (ASX: ELT) ("Elementos" or the "Company") is pleased to advise that in response to Elementos' Bidder's Statement for the off-market takeover bid of Rockwell Minerals Limited ("Rockwell"), Rockwell served the attached Target Statement, dated 7 August 2013, upon the Company in accordance with Item 11 of section 633(1) of the Corporations Act 2001 (Cth).

Please note the Offer Date and Record Date are 7 August 2013, Conditions Notice Date is 4 October 2013, and the Offer Close date is 14 October 2013 (unless extended or withdrawn.

For more information please contact:

Corey Nolan

Managing Director Phone: +61 (7) 3221 7770 Email: [email protected]

Elementos is an Australian, ASX-listed, copper and gold exploration company, with projects in Argentina, Chile and Australia. The properties are all in mineral rich, highly prospective provinces, with developed infrastructure nearby.

Please visit us at www.elementos.com.au

RECEIVED $0$ $\frac{7}{1}$ AUG $\frac{2973}{100}$
Time: $\frac{3}{100}$ mit: $\frac{100}{100}$
Hemming + Hart Lawyers

Rockwell Minerals Limited ACN 149 804 062

TARGET'S STATEMENT

In response to the Offer for all Rockwell Shares by Elementos Limited ACN 138 468 062

The Directors of Rockwell unanimously recommend that in the absence of a Superior Proposal you ACCEPT the conditional Offer by Elementos to acquire all of your Shares in Rockwell

If you have any questions regarding this Target's Statement, please contact Calvin Treacy (Executive Chairman) on +61 409 442 005 Monday to Friday between 9.00am and 5.00pm (AEST)

This Target's Statement is an important document and requires your immediate attention.

If you are in doubt as to how to deal with this document, you should consult your financial, legal, taxation or other professional adviser without delay.

Legal Advisers

Important Notices

Nature of this document

This Target's Statement dated 7 August 2013 is made by Rockwell under Part 6.5 of the Corporations Act in response to the Offer by Elementos for all of the Rockwell Shares which Elementos does not already own made pursuant to the Bidder's Statement dated and served on Rockwell on 7 August 2013.

ASIC Disclaimer

A copy of this Target's Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for the contents of this Target's Statement.

Defined Terms

This Target's Statement uses a number of capitalised terms which are defined in section 8. Section 8 also contains some of the rules of interpretation that apply to this Target's Statement.

No investment advice

The information in this Target's Statement does not constitute financial product or other investment advice. This Target's Statement has been prepared without reference to your particular investment objectives, financial situation, taxation position and needs. It is important that you read this Target's Statement in its entirety before making any investment decision and any decision relating to the Offer.

If you are in any doubt in relation to these matters, you should consult your financial, legal, taxation or other professional adviser.

Disclaimer regarding forward looking statements

This Target's Statement contains certain forward looking statements. Shareholders should note that forward looking statements are only predictions and are subject to inherent uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors which could cause actual values or results, performance or achievements to differ materially from implied values or anticipated results, performance or achievements expressed or implied in those forward looking statements. Such risks, variables and other factors include matters specific to Rockwell, as well as economic and financial market conditions, legislative, fiscal or regulatory developments and risks associated with the business and the operation of Rockwell.

None of Rockwell, any of its officers, any person named in this Target's Statement with his or her consent or any other person involved in the preparation of this Target's Statement makes any representation or warranty (either express or implied) or gives any assurance that the implied values, anticipated results, performance or achievements expressed or implied in forward looking statements contained in this Target's Statement will be achieved. You are cautioned not to place undue reliance on these statements or any of them. The forward looking statements in this Target's Statement reflect views held only as at the date of this Target's Statement.

Notice to Foreign Shareholders

The distribution of this Target's Statement may, in some jurisdictions, be restricted by law or regulation. Accordingly, persons who come into possession of this Target's Statement should inform themselves of, and observe, those restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Target's Statement has been prepared in accordance with Australian law and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with the law and regulations outside Australia.

Shareholder Enquires

If you have any questions regarding this Target's Statement, please contact Calvin Treacy (Executive Chairman) on +61 409 442 005 Monday to Friday between 9.00am and 5.00pm (AEST).

Important Dates

Announcement of the Offer	6 June 2013
Date of Bidder's Statement	7 August 2013
Offer Open Date	7 August 2013
Date of this Target's Statement	7 August 2013
Closing date of Offer (unless extended or withdrawn in accordance with the Corporations Act)	14 October 2013

Throughout the period until the Offer closes, the Directors will review their recommendation in light of any developments and update Rockwell Shareholders accordingly.

Contents
-----------------

	Important Notices		1
	Important Dates		2
1.		Chairman's Letter	5
2.	Recommendations of the Rockwell Directors
	2.1	Summary of the Share Offer	7
	2.2	The Directors	7
	2.3	Directors' Recommendation	7
	2.4	Director's intentions in relation to the Offer	8
	2.5	Further Developments	8
3.		Important information for Shareholders to consider	9
	3.1	Background information on Rockwell	9
	3.2	Background information on Elementos	11
	3.3	The Offer	11
	3.4	Value of the Offer	11
	3.5 3.6	Minority ownership consequences Elementos Risks	11 12
	3.7	Other alternatives to the Offer	12
	3.8	Treatment of overseas Rockwell Shareholders	12
	3.9	Taxation consequences of a change in control in Rockwell	12
	3.10	Break Fee arrangement	12
4.		Your choices as a Rockwell Shareholder	13
		Your Directors recommend that you ACCEPT the Offer (in the absence of a
		Superior Proposal)	13
5.		Key features of the Elementos Offer	14
	5.1	Consideration payment to Shareholders who accept the Offer	14
	5.2	Conditions to the Offer	14
	5.3	Offer Period	19
	5.4	Extension of the Offer	19
	5.5	Withdrawal of the Offer	19
	5.6	Effect of acceptance	19
	5.7	Lapse of the Offer	20
	5.8	Your ability to withdraw your acceptance	20
	5.9	When you will receive your consideration if you accept the Offer	20
	5.10	Effect of an improvement in consideration on Shareholders who have already
	5.11	accepted the Offer Compulsory Acquisition	20
			20
6.		Information relating to the Directors	22
	6.1 6.2	Directors' interests in Rockwell Director's intentions with respect to their own Rockwell Shares	22
	6.3	No benefits to Directors	22 22
	64	Other agreements or arrangements with Rockwell Directors	22
7.		Other material information	23
	7.1	Taxation implications	23
	7.2	Effect of takeover on Rockwell's material contracts	23
	7.3	Break Fee	23
	74	Litigation	24
	7.5	Issued capital	24
	7.6	No other material information	24

page

Contents	page
	7.7	Consents	25
8.		Glossary and Interpretation	26
	8.1	Glossary	26
	8.2	Interpretation	29
9.		Authorisation	30
10.		Corporate Directory	31

$\mathbf{1}$ . Chairman's Letter

7 August 2013

Dear Shareholder

On 6 June 2013, ASX listed company Elementos Limited entered into a merger implementation deed with Rockwell Minerals Limited and Rockwell (Tasmania) Pty Ltd and on that date Elementos also announced a proposed merger with Rockwell. This merger implementation deed was subsequently amended on 31 July 2013.

This Target's Statement is made in response to Elementos Bidder's Statement also dated 7 August 2013.

The Directors have made the unanimous decision to recommend the Offer, in the absence of a Superior Proposal and encourage Rockwell Shareholders to accept the Offer by completing the form at the back of the Bidder's Statement. Each of the Directors, in the absence of a Superior Proposal. intends to accept the Offer in respect of the Rockwell Shares they hold or control.

The Directors' recommendation of the Offer is based on a number of factors, including the following:

$1.$ Based on the Elementos Share price as at 5 August 2013 of \$0.015, the implied acquisition price per Rockwell Share is \$0.0525. This represents a 5% premium to the capital raising price of \$0.05 per Rockwell Share
$\overline{2}$ . Rockwell is an unlisted public company. The Offer provides Rockwell Shareholders with the opportunity to hold Elementos Shares which will be listed on the ASX. Trading in Elementos Shares will provide liquidity to Rockwell Shareholders.
1. The Offer provides Rockwell with access to equity capital markets. Rockwell is currently a public unlisted company.
The Offer will allow Rockwell to become part of a larger group, being an international 4. diversified metals exploration and mining company with a wider range of growth opportunities and a wider range of prospective exploration assets, whilst retaining an exposure to the Cleveland Project and potential benefit from any upside as the development of the Cleveland Project is progressed.
1. For Rockwell to continue its business in isolation in the absence of the Merger, it will be required to secure new equity funding.

When assessing whether to accept the Offer you should be aware that the Offer is subject to a number of conditions, which are in section 5.2 of this Target's Statement. Elementos must by 4 October 2013 (or a later day as determined by the Corporations Act if the Offer Period is extended) give a notice on the status of those conditions.

You should consider the taxation implications of the Offer which are in section 7.1 of this Target's Statement.

To accept the Offer you should carefully follow the instructions in the Bidder's Statement and complete the Acceptance Form enclosed with the Bidder's Statement. The Offer is due to close on 14 October 2013 unless extended.

If you have any questions in relation in your position as a Shareholder, I encourage you to seek either financial or legal advice without delay or contact me on +61 409 442 005.

I encourage you to review and consider the recommendation of the Directors contained in this Target's Statement before making your decision in relation to the Offer.

Yours sincerely

Calvin Treacy Executive Chairman Rockwell Minerals Limited

$\bar{z}$

$2₁$ Recommendations of the Rockwell Directors

$2.1$ Summary of the Share Offer

The consideration being offered by Elementos under the Offer is 3.5 Elementos Shares for every 1 Rockwell Share you own.

The Offer is subject to a number of conditions which are summarised in section 5.2 of this Target's Statement.

$2.2$ The Directors

The following are Directors of Rockwell as at the date of this Target's Statement:

Mr Calvin Treacy - Executive Chairman Mr Christopher Dunks - Director Mr Michael Adams - Director

$2.3$ Directors' Recommendation

Each of the Directors unanimously recommend that, in the absence of a Superior Proposal, you ACCEPT Elementos' Offer for your Rockwell Shares.

In making their decision, Shareholders should:

read the Bidder's Statement and this Target's Statement in full; $(a)$
$(b)$ consider the future prospects of Elementos and Rockwell as a merged entity compared to the future prospects of Rockwell (as a separate entity):
$(c)$ consider that they will be changing the risk profile of their investment from the risks associated with an unlisted metals exploration company to those associated with a larger listed diversified metals exploration and mining company.

The reasons that the Directors recommend that you ACCEPT the Offer are as follows:

$(a)$ Attractive Offer

Based on the Elementos Share price as at 5 August 2013 of \$0.015, the implied acquisition price per Rockwell Share is \$0.0525. This represents a 5% premium to the capital raising price of \$0.05 per Rockwell Share

$(b)$ Increased liquidity of Rockwell Shares

Rockwell is an unlisted company. The Offer provides Rockwell Shareholders with the opportunity to hold Elementos Shares which will be listed on the ASX. Trading in Elementos Shares will provide liquidity to Rockwell Shareholders.

$(c)$ Access to equity capital markets

The Offer provides Rockwell with access to equity capital markets. Rockwell is currently a public unlisted company.

$(d)$ Larger group

The Merger will allow Rockwell to become part of a larger international diversified metals exploration and mining company with a wider range of growth opportunities and a wider range of prospective exploration assets, whilst retaining an exposure to the Cleveland Project and potential benefit from any upside as the development of the Cleveland Project is progressed.

$(e)$ No competing proposal

From the date of the announcement of the Offer, no competing or Superior Proposal has emerged for Rockwell Shares.

$(f)$ Adverse consequences in not accepting

For Rockwell to continue its business in isolation in the absence of the Merger, it will be required to secure new equity funding. In particular, Rockwell will need to raise \$700,000 by 31 December 2013 in order to complete the acquisition of the remaining 50% of the Cleveland Project.

$2.4$ Director's intentions in relation to the Offer

Each Director who has a relevant interest in Rockwell Shares presently intends, in the absence of a Superior Proposal, to accept the Offer in respect of those Rockwell Shares and has entered into a Pre-Bid Acceptance Agreement accepting the proposal with respect to his own Rockwell Shares.

As a result, Elementos has at the date of this Target's Statement, a relevant interest of 19.99% in Rockwell Shares.

The interests of each Director in Rockwell Shares are set out in section 6.1 of this Target's Statement.

$2.5$ Further Developments

Should there be any developments during the Offer Period (for example, the emergence of a Superior Proposal) which would alter the Directors' recommendation in relation to the Offer, Rockwell Shareholders will be notified through a supplementary Target's Statement.

$3₁$ Important information for Shareholders to consider

$3.1$ Background information on Rockwell

$(a)$ Overview of Rockwell and its Principal Activities

Rockwell is an Australian unlisted public company that is entitled to own 50% of the Cleveland Project in north-west Tasmania, Australia. Rockwell has also entered into an option agreement to acquire the remaining interest in tenement EL7/2005 for a total consideration of \$700,000, payable by 31 December 2013.

$(b)$ Rockwell Assets

The Cleveland Project includes:

Cleveland Mine a relatively shallow, hard-rock tin-copper Mineral Resource of 47,000 tonnes of tin equivalent metal;
Tungsten mineral resource containing 12,000 tonnes of WO₃: and
Cleveland tailings a low-grade tin and copper tailings Mineral Resource of 13,000 tonnes of contained tin equivalent metal.

Cleveland Mine

The Cleveland Mine is a historical underground tin mine operated by Aberfoyle between 1968 and 1986. The mine produced 5,645,035 tonnes of tin and copper ore grading 0.68% and 0.28% respectively, producing 23,519 tonnes of tin and 9,691 tonnes of copper in concentrates. The mine closed due to low tin prices in the late 1980s.

The mine was operated successfully with good ground conditions conducive to lowcost, long-hole, open-stoping methods.

Adequate geological records have survived from the time of the Aberfoyle operations to allow for the estimation of Mineral Resources and reporting of the Mineral Resources in accordance with the JORC Code.

In addition, 111 samples from 87 Aberfoyle drill cores were re-split and re-assayed to confirm the reliability of the historical tin and copper sampling and assaying methods. producing excellent reconciliations.

Aberfoyle drilled 2,040 diamond holes into the deposits for a total drilled length of about 130,000 metres, and has more than 75,000 assay points for tin-copper. tungsten and selected other metals. Certain historical data has been digitised which includes diamond drill hole collar locations, drill hole surveys, and assays, lode intercepts and mined out parameters from mine closure resource reports, surface contours of the mine, and the location of the Cleveland decline.

The JORC Resource for the Cleveland mine, independently prepared by Mining One Consultants, is summarised below.

	Cleveland Mine Mineral Resource Estimate
Cut-off Grade % Sn	Category	Tonnes kt	Tin grade %Sn	Copper grade %Cu	Tin Ea SnEq %	. Tin tonnes	Tin Equivalent ¹ tonnes
0.35%	Indicated	4 2 3 9	0.70%	0.28%	0.80%	30,000	34,000
0.35%	Inferred	1.880	0.64%	0.19%	0.70%	12.000	13.000
0.35%	Mine Total	6,119	0.68%	0.25%	0.77%	42.000	47.000 ²

Mineral Resources

The mineral resources are all contained within an exploration permit area of 18 square kilometres. Rockwell also controls two additional exploration permits representing approximately 76 square kilometres of prospective ground for further tin. tungsten, lead, zinc and silver exploration.

In the Cleveland mine, tungsten mineralisation occurs as wolframite (Fe, MnWO3). hosted in a tungsten bearing quartz stock-work (Foley zone).

The tungsten bearing stock-work is currently considered to dip vertically and has a known strike length of about 300 metres, an across strike width of up to 300 metres and a down dip extent of 900 metres.

The JORC Resource for the Tungsten deposit, independently prepared by Mining One Consultants, is summarised in the table below.

Cleveland Tungsten (Foley Zone) Mineral Resource Estimate the contract of the article contract and a series of the contract and a series AND R. P. LEWIS CO., LANSING, MICH.
Cut-off grade (% WO ₃ )	Category	Tonnes (kt)	Tungsten (%WO3)	Contained WO ₃ (tonnes)
0.20%	Interred	3.980	0.30%	$12.000^3$

Cleveland Tin-Copper Tailings

The tonnage and grades of copper and tin tailings has been estimated from the reported operating records of the Aberfoyle processing plant between 1969 and 1986. The tailings are stored on-site in two tailings dams, the surfaces of which are covered in vegetation. Because the spatial distribution of both, the grade and tonnage of the tailings in the dams is unknown and the resources have been classified as inferred. A zero cut-off grade has been used, because it is assumed all the tailings will be treated. Rockwell has completed an internal scoping study which demonstrates the potential of re-processing the tailings.

$¹$ For tin and copper resources, a Sn equivalent grade was estimated from the Sn and Cu grades, assuming metal prices current at the date of the Mineral Resource Report, that is, US\$25,000 per tonne for tin and US\$8.500 for Cu.

$^2$ See Elementos ASX Release, "Cleveland Tin, Copper and Tungsten JORC Resources" (18 April 2013).

^<sup>3 See Elementos ASX Release, "Cleveland Tin, Copper and Tungsten JORC Resources" (18 April 2013).

The JORC Resource for the Cleveland tailings, independently prepared by Mining One Consultants, is summarised in the table below.

	Cleveland Tailings Mineral Resource Estimate .
Cut-off Grade % Sn	Category	Tonnes kt	Tin grade %Sn	Copper grade %Cu	Tin Ea Sn $Eq%$	Tin tonnes	Tin Equivalent ⁴ tonnes
0.00%	Tailings	3.850	0.30%	0.13%	0.34%	11.600	$13.000^{5}$

$3.2$ Background information on Elementos

Elementos is an Australian based, ASX-listed, copper and gold exploration company, operating in the mineral-districts in the Andes region of Chile and Argentina, and the Mt Isa province in Australia. Sections 4, 5 and 6 of the Bidder's Statement provide background and financial information regarding Elementos.

For further information regarding Elementos, refer to its website at www.elementos.com.au.

$3.3$ The Offer

Elementos announced its intention to make an Offer for Rockwell on 6 June 2013. A summary of the Offer is in section 5 of this Target's Statement and sections 3 and 15 of the Bidder's Statement. The Offer is subject to a number of conditions. Those conditions are set out in full in section 16 of the Bidder's Statement and section 5.2 of this Target's Statement.

The Offer is open for acceptance until 5.00pm AEST on 14 October 2013, unless the Offer is extended or withdrawn.

Value of the Offer $3,4$

Based on the closing price of Elementos Shares on ASX on 5 August 2013 of \$0.015, the implied acquisition price per Rockwell Share is \$0.0525. This represents a 5% premium to the capital raising price of \$0.05 per Rockwell Share.

The Directors have not obtained independent advice on the value of the Offer, and Shareholders are urged to carefully read the Bidder's Statement.

$3.5$ Minority ownership consequences

The Offer is presently subject to a minimum acceptance condition which, if fulfilled (and all the other conditions are fulfilled or freed), will entitle Elementos to compulsorily acquire all outstanding Rockwell Shares. Elementos has the right to free the Offer from this condition. although it has not yet indicated whether it will do so. If Elementos frees the Offer from this condition, but acquires the majority of the Rockwell Shares, there may be a number of possible implications for Rockwell Shareholders, including:

$(a)$ Elementos will be in a position to cast the majority of votes at a general meeting of Rockwell. This will enable it to control the composition of Rockwell's Board and

$4$ See note 1 on page 10 of this Target's Statement.

^<sup>5 See Elementos ASX Release, "Cleveland Tin, Copper and Tungsten JORC Resources" (18 April 2013).

senior management, determine Rockwell's dividend policy and control the strategic direction of the businesses of Rockwell and its subsidiaries; and

$(b)$ if Elementos acquires 75% or more of the Rockwell Shares it will be able to pass a special resolution of Rockwell. This will enable Elementos to, among other things. change Rockwell's constitution.

If Elementos acquires 90% or more of the Rockwell Shares and proceeds to compulsorily acquire the remainder, those Rockwell Shareholders who did not accept the Offer will still be entitled to receive the bid consideration. However, as a result of the compulsory acquisition procedures in the Corporations Act, there is likely to be a delay of up to six weeks in the issue of the Elementos Shares as consideration, and therefore in the earliest date on which those Elementos Shares could be traded.

3.6 Elementos Risks

Shareholders should review the risks with Elementos as listed in section 12 of the Bidder's Statement.

$3.7$ Other alternatives to the Offer

At the date of this Target's Statement, no offers (other than Elementos' Offer) have been made to acquire your Rockwell Shares.

$3.8$ Treatment of overseas Rockwell Shareholders

If you wish to accept the Offer and receive Elementos Shares for your Rockwell Shares and you are not resident in the Commonwealth of Australia or its external territories or New Zealand, you must comply with all relevant laws in your jurisdiction.

See section 14.24(b) and 14.6 of the Bidder's Statement for further details.

$3.9$ Taxation consequences of a change in control in Rockwell

The taxation consequences of accepting the Offer depend on a number of factors and will vary depending on your particular circumstances. A general outline of the Australian taxation considerations of accepting the Offer is in section 7.1 of this Target's Statement and section 13 of the Bidder's Statement. Rockwell Shareholders should be aware that if they accept the Offer and Elementos declares the Offer unconditional, CGT rollover relief may not be available if Elementos acquires less than 80% of the Rockwell Shares under the Offer (see section 7.1 of this Target's Statement).

You should carefully read and consider the taxation consequences of accepting the Offer. The outline provided in the Bidder's Statement and this Target's Statement is of a general nature only and you should seek your own specific professional advice as to the taxation implications applicable to your circumstances.

3.10 Break Fee arrangement

See section 7.3 of this Target's Statement for details of the Break Fee arrangement.

$\boldsymbol{4}$ . Your choices as a Rockwell Shareholder

Your Directors recommend that you ACCEPT the Offer (in the absence of a Superior Proposal)

In considering whether to accept the Offer, the Directors encourage you to seek professional advice if you are unsure whether accepting the Offer is in your best interests, taking into account your individual circumstances.

The Bidder's Statement contains important information which Shareholders are urged to read carefully. Shareholders should note that Rockwell has not undertaken any investigations to verify the accuracy or completeness of the information contained in the Bidder's Statement and neither Rockwell nor its Directors or advisers makes any representation as to the accuracy or completeness of information contained in the Bidder's Statement. To the fullest extent permitted by law, each of those parties disclaims liability to any person who acts in reliance on that information.

During the Offer Period you have the following choices:

ACCEPT the Offer $(a)$

If you wish to accept the Offer, you should follow the instructions in the Bidder's Statement and the Acceptance Form.

Subject to the conditions of the Offer being satisfied or waived, you will receive 3.5 Elementos Shares for every 1 of your Rockwell Shares.

Note that particular arrangements apply to Rockwell Shareholders whose address is in a place outside Australia and New Zealand, as explained in section 3.8 of this Target's Statement and section 14.24(b) and 14.6 of the Bidder's Statement.

You should be aware that once you accept the Offer your acceptance cannot be withdrawn except in the limited circumstances listed in the Corporations Act. At the date of this Target's Statement, Rockwell's Directors are not aware of a proposal by anyone to make a Superior Proposal.

You should be aware that the market price of Elementos Shares may fall after you have accepted the Offer. Rockwell Shareholders should be aware that if they accept the Offer and Elementos declares the Offer unconditional, CGT rollover relief may not be available if Elementos acquires less than 80% of the Rockwell Shares under the Offer (see section 7.1 of this Target's Statement).

$(b)$ REJECT the Offer

If you wish to retain your Rockwell Shares, you need take no action in relation to the Offer.

Rockwell Shareholders should note that if Elementos acquires 90% of the Rockwell Shares under the Offer, it will be entitled to compulsorily acquire the Rockwell Shares that it does not already own.

$5₁$ Key features of the Elementos Offer

$5.1$ Consideration payment to Shareholders who accept the Offer

Under the Offer, the consideration being offered by the Bidder is 3.5 Elementos Shares for every 1 Rockwell Share.

The Offer consideration will only become payable to Shareholders if all the conditions of the Offer are satisfied or waived. These conditions are described in section 5.2 of this Target Statement and section 16 of the Bidder's Statement.

$5.2$ Conditions to the Offer

The Offer is conditional. If any of the conditions to the Offer are not fulfilled or waived by the Bidder, the Offer will lapse. This will result in the Bidder not being able to purchase your Rockwell Shares under the Offer in any circumstances. The conditions to the Offer are set out in section 16 of the Bidder's Statement.

Below is a summary of the conditions:

$(a)$ Minimum acceptance

At or before the end of the Offer Period, the Bidder has a Relevant Interest in such number of the Rockwell Shares which represents at least 90% of the aggregate of all the Rockwell Shares on issue.

$(b)$ Elementos Shareholder Approval

Before the end of the Offer Period, Elementos receives the approval of its shareholders, in an extraordinary general meeting, for the Offer in accordance with Chapter 11 of the ASX Listing Rules (change of scale of activities) and for all other purposes and for the issue of the Elementos Shares as consideration for Rockwell Shares for the purposes of ASX Listing Rule 7.1 and for all other purposes.

Renewal of Mining Interests $(c)$

Before the end of the Offer Period, no mining or exploration agreement, right or licence to prospect, explore or mine or both, including an exploration licence, mineral development licence or mining lease held by any member of the Rockwell Group (Mining Interests), or any interest in any such Mining Interest, is revoked, terminated, forfeited, impaired or expires (excluding mandatory relinquishment of parts of tenements) or in the case of a renewal of such a Mining Interest, is not granted and such revocation, expiration, termination, forfeiture, impairment or nonrenewal results or is likely to result in a Rockwell Material Adverse Change.

$\overline{c}$ No prescribed occurrences

Before the end of the Offer Period, none of the following occurrences (being the prescribed occurrences listed in Section 652C of the Corporations Act) happens (unless permitted by the MID):

$(1)$ Rockwell converts all or any of its shares into a larger or smaller number of shares under Section 254H of the Corporations Act;

$(2)$ Rockwell or a subsidiary of Rockwell resolves to reduce its share capital in any way;
$(3)$ Rockwell or a subsidiary of Rockwell enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under Section 257C(1) or 257D(1) of the Corporations Act;
$(4)$ Rockwell or a subsidiary of Rockwell issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;
$(5)$ Rockwell or a subsidiary of Rockwell issues, or agrees to issue, convertible notes;
$(6)$ Rockwell or a subsidiary of Rockwell disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
$(7)$ Rockwell or a subsidiary of Rockwell charges, or agrees to charge or encumber, the whole, or a substantial part, of its business or property;
$(8)$ Rockwell or a subsidiary of Rockwell resolves to be wound up;
$(9)$ a liquidator or provisional liquidator of Rockwell or of a subsidiary of Rockwell is appointed:
$(10)$ a court makes an order for the winding up of Rockwell or of a subsidiary of Rockwell:
$(11)$ an administrator of Rockwell or of a subsidiary of Rockwell is appointed under Section 436A, 436B or 436C of the Corporations Act;
$(12)$ Rockwell or a subsidiary of Rockwell executes a deed of company arrangement; or
$(13)$ a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Rockwell or a subsidiary of Rockwell,

each a Prescribed Occurrence.

$(e)$ No action by Government Agency adversely affecting the Takeover Bid

Before the end of the Offer Period:

$(1)$ there is not in effect any preliminary or final decision, order or decree issued by a Government Agency;
$(2)$ no action or investigation is instituted, or threatened by any Government Agency with respect to Rockwell or any subsidiary of Rockwell; or
$(3)$ no application is made to any Government Agency (other than an application by Elementos or any Related Entity of Elementos, an application under Section 657G of the Corporations Act, or an application commenced by a person specified in Section 659B(1) of the Corporations Act in relation to the Takeover Bid),

in consequence of or in conjunction with, the Takeover Bid, which restrains or prohibits or threatens to restrain or prohibit, or may otherwise materially adversely impact upon, the making of the Takeover Bid or the completion of any transaction contemplated by the Bidder's Statement (including implementing the intentions expressed therein) or seeks to require the divestiture by Elementos of any the Rockwell Shares, or the divestiture of any assets by Rockwell or by any subsidiary of Rockwell or by any Related Entity of Elementos.

$(f)$ Approvals by Government Agencies

Before the end of the Offer Period, Elementos receives all approvals which are required by law or by any Government Agency:

$(1)$ to permit the Offers to be made to and accepted by Rockwell Shareholders:
$(2)$ as a result of the Offers or the successful acquisition of the Rockwell Shares and which are necessary for the continued operation of the business of Rockwell and its subsidiaries or of Elementos and its subsidiaries; or
$(3)$ that are required or imposed by ASX, ASIC or the Takeovers Panel,

and those Approvals are on an unconditional basis and remain in force in all respects and there is no notice or indication of intention to revoke, suspend, restrict, modify or not renew those Approvals.

$(q)$ No material acquisitions, disposals, etc.

None of the following events occur before the end of the Offer Period without the written consent of Elementos:

$(1)$ any member of the Rockwell Group acquires, offers to acquire or agrees to acquire one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than \$50,000 (taken together with amounts under $(2)$ , $(3)$ or $(4)$ ) or makes an announcement about such an acquisition);
$(2)$ any member of the Rockwell Group disposes, offers to dispose or agrees to dispose of, or creates, or offers to create an equity interest in one or more companies or assets (or an interest in one or more companies or assets) for an amount greater than an aggregate amount of \$50,000 (taken together with amounts under $(1)$ , $(3)$ or $(4)$ ) or makes an announcement about such a disposal);
$(3)$ any member of the Rockwell Group enters into, offers to enter into or announces that it proposes to enter into any joint venture or partnership, or makes an announcement about such a commitment; or
$(4)$ any member of the Rockwell Group incurs or commits to, or grants to another person a right the exercise of which would involve Rockwell or any subsidiary of Rockwell incurring or committing to any capital expenditure or liability for one or more related items of greater than \$50,000 in aggregate (taken together with amounts under (1), (2) or (3)) or makes an announcement about such a commitment).

$(h)$ No material failings in filings

Elementos does not become aware, before the end of the Offer Period, that:

$(1)$ any document filed by or on behalf of Rockwell with ASIC contains a statement which is incorrect or misleading in any material respect or from which there is a material omission; or
$(2)$ Rockwell has not made an announcement in breach of its disclosure obligations.

$(1)$ Non-existence of certain rights

No person has any right (whether subject to conditions or not) as a result of Elementos acquiring the Rockwell Shares to:

acquire, or require Rockwell or a subsidiary of Rockwell to dispose of, or offer $(1)$ to dispose of, any material asset of Rockwell or a subsidiary of Rockwell:
$(2)$ terminate or vary any material agreement with Rockwell or a subsidiary of Rockwell: or
$(3)$ accelerate or adversely modify the performance of any obligations of Rockwell or any of its subsidiaries in a material respect under any material agreements, contracts or other legal arrangements.

$(i)$ No force majeure event

During the period from the MID to the end of the Offer Period, no outbreak of hostilities (whether war is declared or not) or terrorism, mobilisation of armed forces, civil or political unrest or labour disturbance, fire or natural disaster, material increase in the intensity of any of the above events or other event beyond the control of Rockwell or the relevant subsidiary, occurs, which affects or is likely to affect the assets, liabilities, financial position, performance, profitability or prospects of Rockwell or any of its subsidiaries.

$(k)$ No material adverse change to Rockwell

Before the end of the Offer Period, no Rockwell Material Adverse Change occurs.

$($ ) No material adverse change to Elementos

Before the end of the Offer Period, no Elementos Material Adverse Change occurs.

$(m)$ Termination of Merger Implementation Deed

Neither Elementos nor Rockwell nor Rockwell Tasmania lawfully terminate the MID.

Distribution $(n)$

Before the end of the Offer Period, neither Rockwell nor Rockwell Tasmania makes or declares or announces an intention to make or declare any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

$(0)$ Nature of conditions

Each of the conditions set out in this Section 5.2 and section 16 of the Bidder's Statement:

$(1)$ constitutes and will be construed as a separate, several and distinct condition and each of the conditions will not be taken to limit the meaning and effect of any other condition;
$(2)$ is a condition subsequent; and
$(3)$ until the expiration of the Offer Period (or in the case of a defeating condition that relates to a circumstance or event referred to in sub-section 652C(1) or (2) of the Corporations Act, until three business days after the end of the Offer Period) will be for the benefit of Elementos alone and may be relied upon only by Elementos.

Effect of breach or non-fulfilment $(p)$

The breach or non-fulfilment of any of the conditions set out in this section 5.2 and section 16 of the Bidder's Statement does not, until the end of the Offer Period, prevent a contract arising to acquire your Rockwell Shares resulting from your acceptance of the Offer, but if at the end of the Offer Period (or, in the case of a defeating condition that relates to a circumstance or event referred to in sub-section 652C(1) or (2) of the Corporations Act, at the end of three business days after the end of the Offer Period), in respect of any condition in section 5.2 and section 16 of the Bidder's Statement:

$(1)$ Elementos has not declared the Offer (and it has not become) free from that condition in accordance with the Corporations Act: or
$(2)$ that condition has not been fulfilled,

all contracts resulting from acceptance of the Offer and all acceptances that have not resulted in binding contracts are automatically void. In such a case, Elementos would have the right to either destroy or despatch at your risk your Acceptance Form and any other documents forwarded by you, to your address as shown on the Rockwell share register, where such address is inside Australia, by pre-paid ordinary post, or, where such address is outside Australia, by pre-paid airmail. Elementos will also notify ASX Settlement Pty Ltd 008 504 532 of the lapse of the Offer in accordance with rule 14.19 of the ASX Settlement Operating Rules.

$(q)$ Elementos may decide Offer is free from all or any of the conditions

Elementos may at any time at its sole discretion, but in compliance with Section 650F and Section 630 of the Corporations Act, declare the Offer free from all or any of the conditions set out in each paragraph and subparagraph of this section 5.2 and section 16 of the Bidder's Statement which are capable of being waived by notice in writing to Rockwell:

$(1)$ in the case of a defeating condition that relates to the happening of a circumstance or event referred to in subsection 652C(1) or (2) of the Corporations Act - not later than three business days after the end of the Offer Period: and

$(2)$ in any other case - not later than seven days before the end of the Offer Period.

$(r)$ Date for giving notice on status of conditions

The date for giving a notice on the status of the conditions as required by Section 630(1) of the Corporations Act is 4 October 2013, subject to variation in accordance with Section 630(2) of the Corporations Act in the event that the Offer Period is extended.

$(s)$ Section 625(3) of the Corporations Act

The Offer and any contract that results from your acceptance of the Offer is subject to the condition set out in Section 625(3) of the Corporations Act. If that condition is not fulfilled, any contract that results from your Acceptance of the Offer will be automatically void.

5.3 Offer Period

Unless the Offer is extended, withdrawn or lapses, the Offer will be open for acceptance from the date of the Offer, being 7 August 2013, until 14 October 2013.

$5.4$ Extension of the Offer

While the Offer remains subject to conditions, it may be extended only before the Bidder gives notice regarding the status of the conditions, which it has said it will do in section 3.7 of the Bidder's Statement. If the Offer becomes unconditional (that is, if all the conditions are satisfied or waived) it may be extended at any time before the expiry of the Offer Period.

In addition, there will be an automatic extension of the Offer Period if, within the last seven days of the Offer Period:

$(a)$ the Bidder improves the price under the Offer; or
$(b)$ the Bidder's voting power increases to more than 50%.

If either of these two events occurs, the Offer Period will be automatically extended so that it ends 14 days after the relevant event occurs.

$5.5$ Withdrawal of the Offer

Elementos may withdraw the Offer, before you accept the Offer, with the written consent of ASIC and subject to the conditions (if any) specified in such consent.

5.6 Effect of acceptance

The effect of acceptance of the Offer is in section 15.27 of the Bidder's Statement. Rockwell Shareholders should read these provisions in full to understand the effect that acceptance will have on their ability to exercise the Rights attaching to their Rockwell Shares and the representations and warranties which they give by accepting the Offer.

5.7 Lapse of the Offer

The Offer will lapse if the conditions to the Offer are not fulfilled or waived by the end of the Offer Period. If the Offer lapses, all contracts resulting from acceptance of the Offer and all acceptances which have not yet resulted in binding contracts will become void.

5.8 Your ability to withdraw your acceptance

You only have limited rights to withdraw your acceptance of the Offer. You may only withdraw your acceptance of the Offer if the Bidder varies the Offer in a way that postpones, for more than one month, the time when the Bidder needs to meet its obligations under the Offer. This will occur if the Bidder extends the Offer Period by more than one month and the Offer is still subject to conditions.

5.9 When you will receive your consideration if you accept the Offer

In the usual case, you will be issued your consideration on or before the earlier of:

$(a)$ one month after the date of your acceptance or, if the Offer is subject to a defeating condition when you accept the Offer, within one month after the Offer becomes unconditional: or
$(b)$ 21 days after the end of the Offer Period.

Full details of when you will be issued your consideration are in section 15.21 of the Bidder's Statement.

5.10 Effect of an improvement in consideration on Shareholders who have already accepted the Offer

If the Bidder improves the consideration offered under the Offer, all Rockwell Shareholders, whether or not they have accepted the Offer before that improvement in consideration, will be entitled to the benefit of that improved consideration.

$5.11$ Compulsory Acquisition

The Bidder has indicated in section 10.6 of its Bidder's Statement that if it satisfies the required thresholds it intends to acquire compulsorily any outstanding Rockwell Shares. The Bidder will be entitled to acquire compulsorily any Rockwell Shares in respect of which it has not received an acceptance of its Offer on the same terms as the Offer if, during or at the end of the Offer Period:

$\epsilon$ The Bidder and its associates have a relevant interest in at least 90% (by number) of Rockwell Shares: and
$(b)$ The Bidder and its associates have acquired at least 75% (by number) of the Rockwell Shares that the Bidder offered to acquire (excluding Rockwell Shares in which the Bidder or its associates had a relevant interest in at the date of the Offer and also excluding Rockwell Shares issued to an associate of the Bidder during the Offer Period).

If this threshold is met, the Bidder will have one month after the end of the Offer Period within which to give compulsory acquisition notices to Rockwell Shareholders who have not accepted the Offer. Rockwell Shareholders have statutory rights to challenge the compulsory acquisition, but a successful challenge will require the relevant Shareholder to establish to the satisfaction of a Court that the terms of the relevant Offer do not represent 'fair value' for their Rockwell Shares. If compulsory acquisition occurs, Rockwell Shareholders who have their Rockwell Shares compulsorily acquired are likely to be issued their consideration approximately five to six weeks after the compulsory acquisition notices are dispatched to them.

It is also possible that the Bidder will, at some time after the end of the Offer Period, become the beneficial holder of 90% of the Rockwell Shares. The Bidder would then have rights to compulsorily acquire Rockwell Shares not owned by it within six months of becoming the holder of 90%. The price for compulsory acquisition under this procedure would have to be considered in a report of an independent expert.

6. Information relating to the Directors

$6.1$ Directors' interests in Rockwell

At the date of this Target's Statement, the Directors have relevant interests in the following Rockwell Shares:

Director	Rockwell Shares Directly Held	Rockwell Shares Indirectly Held
Calvin Treacy	2,000,000	4,500,001 ⁶
Christopher Dunks	1.000.000	3,500,0017
Michael Adams	1,000,000	$6,540,001^8$

$6.2$ Director's intentions with respect to their own Rockwell Shares

Each of the Directors intends, in the absence of a Superior Proposal, to accept the Offer for all of the Rockwell Shares in which they have a relevant interest.

$6.3$ No benefits to Directors

No benefit (other than a benefit permitted under sections 200E or 200F of the Corporations Act) is proposed to be given to a Director (or anyone else) in connection with the Director's retirement as a director or executive of Rockwell.

$6.4$ Other agreements or arrangements with Rockwell Directors

Other than as disclosed in section 10.6(a)(ii) of the Bidder's Statement and the Pre-Bid Acceptance Agreements, there is no other agreement or arrangement made between a Director and any other person in connection with or conditional upon the outcome of the Offer.

It is intended that Rockwell's Executive Chairman, Mr Calvin Treacy, will following completion of the Offer become managing director of Elementos on a full time basis on similar terms to his existing compensation arrangements with Rockwell.

^<sup>6 Through Seafour Investments Pty Limited ACN 129 934 970 as trustee for Treacy Family Trust.

$7$ Through The Well Beneath Pty Limited (ACN 113 195 609) as trustee for The Duffery Family Trust.

^<sup>8 Through Mutis Liber Pty Limited (ACN 111 482 234) as trustee for the Mutis Liber Discretionary Trust.

$\overline{7}$ . Other material information

$7.1$ Taxation implications

The Australian tax implications of the Offer for Rockwell Shareholders will depend on a number of factors, including:

whether the Shareholder holds his or its Rockwell Shares on capital or revenue $(a)$ account for taxation purposes;
$(b)$ the nature of the Shareholder (ie whether the Shareholder is an individual, company, trust, or complying superannuation fund); and
$(c)$ the tax residency status of the Shareholder (ie Australian resident or not).

The Australian tax consequences of the Offer for Rockwell Shareholders are summarised in the Bidder's Statement, to which reference should be made for further information. The summary is necessarily general in nature and each Shareholder should seek independent advice relevant to their specific circumstances.

Rockwell Shareholders who are residents of Australia for tax purposes and who hold their Shares on capital account for taxation purposes may be eligible for tax relief from any capital gain that they make by accepting the Offer. However, these Rockwell Shareholders should be aware that if they accept the Offer and the Bidder declares the Offer unconditional, CGT rollover relief may not be available if the Bidder acquires less than 80% of the Rockwell Shares under the Offer (see section 13.2 of the Bidder's Statement for full details).

$7.2$ Effect of takeover on Rockwell's material contracts

To the best of Rockwell's knowledge, none of the material contracts to which Rockwell is a party contain change of control provisions which may be triggered as a result of, or as a result of acceptances of, the Offer and which may have a material adverse effect on the assets and liabilities, financial position and performance and prospects of Rockwell.

$7.3$ Break Fee

Rockwell has entered into the break fee arrangement with the Bidder that in certain circumstances provides for a payment of \$200,000 to the Bidder. These circumstances are as follows:

$(a)$ a competing proposal is announced and publicly recommended, promoted or otherwise endorsed by any or all of the Directors;
$(b)$ the Bidder terminates the MID and that termination relates to:
$(1)$ a material unremedied breach of a warranty made by Rockwell in the MID (or a material breach of a warranty made by Rockwell in the MID that cannot be remedied) and the effect of that breach would or is likely to result in a an adverse change or cause a person in the position of the Bidder to not proceed with the Takeover Bid on the terms and subject to the conditions contemplated in the MID;
$(2)$ the happening of a Prescribed Occurrence which was not consented to by the Bidder or has not been waived by the Bidder; or

$(3)$ Rockwell breaches any of its obligations relating to carrying on its business in substantially the same manner and exclusivity.

$7.4$ Litigation

As to the date of this Target's Statement, neither Rockwell nor a Related Entity of Rockwell is party to any legal proceedings nor is it aware of any circumstances which in the Directors' opinion may lead to litigation.

7.5 Issued capital

As at the date of this Target's Statement, Rockwell's issued capital consisted of 79,280,006 fully paid ordinary listed shares. There are no options in issue over Rockwell Shares.

$76$ No other material information

This Target's Statement is required to include all the information that Rockwell Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Offer, but:

only to the extent to which it is reasonable for investors and their professional advisers to expect to find this information in this Target's Statement; and
only if the information is known to any director of Rockwell.

The Directors are of the opinion that the information that Rockwell Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Offer is:

the information contained in the Bidder's Statement (to the extent that the information is not inconsistent or superseded by information in this Target's Statement):
the information contained in the documents lodged by Elementos with ASX before the date of this Target's Statement; and
the information contained in this Target's Statement.

The Directors have assumed, for the purposes of preparing this Target's Statement, that the information in the Bidder's Statement is accurate (unless they have expressly indicated otherwise in this Target's Statement). However, the Directors do not take any responsibility for the contents of the Bidder's Statement and are not to be taken as endorsing, in any way, any or all statements contained in it.

In deciding what information should be included in this Target's Statement, the Directors have had regard to:

the nature of the Rockwell Shares:
the matters that Rockwell Shareholders may reasonably be expected to know:
the fact that certain matters may reasonably be expected to be known to Rockwell Shareholders' professional advisers; and
the time available to Rockwell to prepare this Target's Statement.

$7.7$ Consents

Other Persons $(a)$

Each of the other persons to whom a statement is attributed in this Target's Statement, or whose statement is included in this Target's Statement, or on which a statement in this Target's Statement is said to be based, has:

$(1)$ consented to the relevant statement being included in this Target's Statement in the form and context in which it is included; and
$(2)$ not withdrawn that consent before this Target's Statement was lodged with ASIC.

Each such person having given its consent to the inclusion of a statement or to being named in this Target's Statement:

$(1)$ does not make, or purport to make, any statement in this Target's Statement or any statement on which a statement in this Target's Statement is based other than those statements which have been included in this Target's Statement with the consent of that person; and
$(2)$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Target's Statement, other than a reference to its name and any statements or report which have been included in this Target's Statement with the consent of that person.
$(b)$ Directors

The Directors have given and have not, before the date of issue of this Target's Statement withdrawn, their consent to be named in this Target's Statement in the form and context in which they are named.

$(c)$ Publicly Available Information

This Target's Statement contains statements which are made in, or based upon, statements contained in the Bidder's Statement lodged with ASIC and announcements lodged by Elementos with ASX. As permitted by ASIC Class Order 01/1543, the consent of Elementos is not required for the inclusion of these statements in the Target's Statement.

Glossary and Interpretation $8.$

$8.1$ Glossary

The meanings of terms used in this Target's Statement are:

A\$	means Australian dollars.
Aberfoyle		means Aberfoyle Limited, a previous operator of the Cleveland mine forming part of the Cleveland Project.
Acceptance Form	means the Transfer and Acceptance form enclosed with the Bidder's Statement.
ASIC		means the Australian Securities and Investments Commission.
ASX			means ASX Limited ACN 008 624 691.
ASX Settlement Operating Rules	means the operating rules of ASX Settlement Pty Ltd.
Bidder			means Elementos Limited ACN 138 468 756.
Bidder's Statement	means the statement of the Bidder dated 7 August 2013.
CGT	means capital gains tax.
Cleveland Project			means Rockwell's advanced tin-copper and tungsten mineral resource in Luina, Tasmania and includes:
	(a)		the Cleveland mine;
	(b)		Tungsten mineral resources; and
	(c)		the Cleveland tailings.
Competing Transaction			means a transaction or proposed transaction which, if completed, would mean a person (other than Elementos or its Related Entities) would:
	(a)		directly or indirectly, acquire an interest or relevant interest in or become the holder of:
		(1)	20% or more of all Rockwell Shares; or
		(2)	all or a substantial part or a material part of the business conducted by Rockwell, including by way of takeover bid, scheme of arrangement, capital reduction, sale of assets, sale of Shares or joint venture, but not as a custodian, nominee or bare

trustee;

	(b)	acquire control of Rockwell, within the meaning of section 50AA of the Corporations Act; or
	(c)	otherwise acquire or merge (including by a reverse takeover bid or dual listed company structure) with Rockwell.
Corporations Act		means the Corporations Act 2001 (Cth).
Directors		means the directors of Rockwell.
Elementos	means Elementos Limited ACN 138 468 756 and its Related Entities (as the context requires) as at the date of this Target's Statement.
Elementos Material Adverse Change		has the meaning given to that term in section 17 of the Bidder's Statement.
Elementos Shares		means fully paid ordinary shares in Elementos.
Government Agency		means any government or representative of a government or any governmental, semi-governmental, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency, competition authority or entity whether foreign, federal, state, territorial or local in any party of the world in which a party is domiciled or holds any of its assets, including ASIC and ASX.
Listing Rules		means the listing rules of ASX.
Merger	Offer.	means Elementos acquiring Rockwell Shares under the
MID		means the merger implementation deed between Elementos, Rockwell and Rockwell Tasmania on or about 6 June 2013 as amended on 31 July 2013.
Mineral Resource Report		means the Cleveland Mine, Luina, Tasmania minerals resource report for Rockwell Minerals Limited prepared by Mining One Pty Ltd dated 11 April 2013.
Minimum Acceptance Condition		means the condition contained in section 16.1 of the Bidder's Statement.
Mining One Consultants		means Mining One Pty Ltd ACN 114 365 632.
Offer or Elementos Offer		means the offer by the Bidder for Rockwell Shares, which offer is contained in section 3 of the Bidder's Statement.

Offer Period	means the period during which the Offer will remain open for acceptance in accordance with section 15.10 of the Bidder's Statement.
Pre-Bid Acceptance Agreements	mean the agreements between Elementos and the Directors or their associated entities pursuant to which Elementos has an interest in an aggregated maximum of 19.99% of the Rockwell Shares on the date of the Target's Statement.
Prescribed Occurrence	has the meaning set out in section 5.2(d) of this Target's Statement.
Related Entity	means in relation to any entity, an entity which is a related body corporate of that entity under section 50 of the Corporations Act.
Rights	has the meaning given to that term in section 17 of the Bidder's Statement.
Record Date	means the date set by Elementos under Section 633(2) of the Corporations Act being 7 August 2013.
Relevant Interest	has the meanings given to that term in sections 608 and 609 of the Corporations Act.
Rockwell	means Rockwell Minerals Limited ACN 149 804 062.
Rockwell Group	means Rockwell and its Related Entities.
Rockwell Material Adverse Change	has the meaning given to that term in section 17 of the Bidder's Statement.
Rockwell Shareholders or Shareholder	means a person registered in Rockwell's register of members as a holder of Rockwell Shares as at the Record Date.
Rockwell Shares or Shares	means fully paid ordinary shares in Rockwell.
Rockwell Tasmania	means Rockwell Minerals (Tasmania) Pty Ltd ACN 127 819710.
Superior Proposal	means a publicly announced Competing Transaction which the Rockwell Board, acting in good faith, and after taking advice from its Advisers, determines is:
	(a) reasonably capable of being completed taking into account all aspects of the Competing Transaction; and

$\bar{\gamma}$

more favourable to Rockwell Shareholders than $(b)$ the Offer, taking into account all terms and conditions of the Competing Transaction.

Takeover Bid	means the Offer to acquire all of the Rockwell Shares, on the terms set out in the Bidder's Statement.
Target Board	means the Directors.
Target's Statement	means this document being the statement of Rockwell under Part 6.5 of the Corporations Act.

$8.2$ Interpretation

In this Target's Statement:

$(a)$ other words and phrases have the same meaning (if any) given to them in the Corporations Act;
$(b)$ words of any gender include all genders;
$(c)$ words importing the singular include the plural and vice versa;
$(d)$ an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and vice versa;
$(e)$ a reference to a section, clause, attachment and schedule is a reference to a section of, clause of and an attachment and schedule to this Target's Statement as relevant;
$(f)$ a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them;
$(g)$ headings and bold type are for convenience only and do not affect the interpretation of this Target's Statement;
$(h)$ a reference to time is a reference to Adelaide time (unless otherwise stated); and
$(i)$ a reference to A\$ is a reference to the lawful currency of Australia.

9. Authorisation

This Target's Statement has been approved by a resolution passed by the Directors of Rockwell. All Directors voted in favour of that resolution.

Signed for Rockwell Minerals Limited

When felley

CALVIN TREACY Executive Chairman

$10.$ Corporate Directory

Directors

Calvin Patrick Treacy (Executive Chairman) Christopher James Dunks (Director) Michael David Adams (Director)

Company Secretary

Roslynn Judith Shand

Registered Office

Level 36 Riverside Centre 123 Eagle Street Brisbane QLD 4000

Telephone: +61 409 442 005 Facsimile: +61 7 3220 7700

Lawyers

Piper Alderman Level 36 Riverside Centre 123 Eagle Street Brisbane QLD 4000

Telephone: +61 7 3220 7777 Facsimile: +61 7 3220 7700

Auditor

BDO Audit Pty Ltd Level 10, 12 Creek Street Brisbane, QLD 4000 Australia

Telephone:	+61 7 3237 5999
Facsimile:	+61 7 3221 9227