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Investor Centre
Rockwell enjoys both cost and expertise advantages through access to a shared multidisciplinary team of mining and financial professionals at Hunter Dickinson. This approach provides Rockwell with management, geological, engineering and financial expertise at cost, resulting in substantial savings and generating true value for investors.

Rockwell is listed on the Johannesburg Stock Exchange (JSE) under the symbol RDI, the TSX under the symbol RDI and the Over-the-Counter Bulletin Board and trades under the symbol RDIAF.

QUESTION AND ANSWERS ABOUT THE OFFER FROM PALA INVESTMENTS

  1. Should I accept or reject the Offer?
  2. How do I reject the Offer?
  3. Can I withdraw Shares that I have already tendered?
  4. How do I withdraw my Rockwell shares?
  5. Why does the Board of Directors believe that the Offer should be rejected?
  6. What is the Board of Directors doing in response to the Offer?
  7. Are Rockwell's directors and executive officers planning to tender their Shares to the Offer?
  8. What will happen if the Offeror buys more than 50% of the Shares and I don't sell?
  9. Do I have to decide now?
  10. Who do I ask if I have more questions?

  1. Should I accept or reject the Offer?

    The Board of Directors unanimously recommends that Shareholders REJECT the Offer and NOT TENDER their Shares to the Offer.

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  2. How do I reject the Offer?

    You do not need to do anything in order to reject the Offer. If you wish to reject the Offer, DO NOT TENDER your Shares.

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  3. Can I withdraw Shares that I have already tendered?

    YES. According to the Pala Circular, you can withdraw any Shares that have already been tendered:

    • at any time before your Shares have been taken up by the Offeror;

    • if your Shares have not been paid for by the Offeror within three business days after having been taken up; or

    • unless your Shares have been taken up before the Offeror files such a notice, within ten days after the Offeror files (i) a notice of change relating to a change which has occurred in the Offer or Pala Circular that would reasonably be expected to accept the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror) or (ii) a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting of an increase in the consideration where the Offer is not extended for more than 10 days).

  4. How do I withdraw my Rockwell shares?

    We recommend you contact your broker or BarnesMcInerney Inc., the information agent retained by Rockwell, at the telephone number listed at the end of the Q&A for information on how to withdraw your Shares.

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  5. Why does the Board of Directors believe that the Offer should be rejected?

    The Board of Directors believes that the Offer fails to provide fair value for Rockwell and is an attempt by Pala to acquire Rockwell without offering adequate consideration to Shareholders. The following is a summary of the principal reasons for the Board of Directors' recommendation that Shareholders reject the Offer:

    • the Offer significantly undervalues Rockwell's assets and growth potential;

    • the Special Committee's independent financial advisor has determined that the consideration under the Offer is inadequate, from a financial point of view, to Shareholders;

    • the Offer is highly conditional;

    • there is substantial uncertainty with respect to Pala's intentions;

    • Pala's analysis of Rockwell's business, including its value, is not credible;

    • the Offer does not treat holders of Rockwell securities fairly;

    • Rockwell continues to pursue alternatives to maximize shareholder value;

    • the timing of the Offer is opportunistic and unfair to holders of Rockwell securities given the recent decline in Rockwell's share price;

    • the timing of the Offer is opportunistic because it will deprive Shareholders of the potential for near-term enhancement of the value of their Shares through the increase of production and decrease in operating costs resulting from Rockwell's investment in its brownfield operations; and

    • the Offer has been rejected by all of Rockwell's directors and senior officers.

    A summary of all of the reasons for the unanimous recommendation of the Board of Directors is included on pages 5 to 12 in the Directors Circular.

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  6. What is the Board of Directors doing in response to the Offer?

    Since Pala announced the Offer, the Board of Directors and the Special Committee, together with the Special Committee's independent financial and legal advisors, have continued to identify and initiate contact with a number of new third parties who have expressed interest in the company as well as continuing to advance discussions commenced prior to Pala's announcement of the Offer. Discussions are being pursued with these third parties in order to generate value-enhancing alternatives. While it is impossible to predict whether any transactions will emerge from these efforts, the Board of Directors believes that Rockwell and its assets are potentially very attractive to other parties in addition to Pala. Tendering Shares to the Offer before Rockwell has had an opportunity to fully explore all available alternatives may preclude the possibility of a financially superior transaction emerging.

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  7. Are Rockwell's directors and executive officers planning to tender their Shares to the Offer?

    NO. All of Rockwell's directors and executive officers have indicated their intention NOT to tender their Shares to the Offer. Rockwell's directors and executive officers hold 4.5% of Rockwell's issued and outstanding shares (assuming the exercise of Warrants held by such directors and executive officers).

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  8. What will happen if the Offeror buys more than 50% of the Shares and I don't sell?

    NOTHING. An acquisition by the Offeror or any other party of more than 50% of the Shares will not change the fundamental rights of any minority shareholders or the value of their Shares. If the Offeror acquires a majority of the Shares but does not acquire the number of Shares required to acquire Shares which have not been tendered into the Offer, minority shareholders who do not tender their Shares into the Offer will have available to them a number of legal and regulatory protections to ensure that they are not treated unfairly in any subsequent related party or going private transactions that Pala may pursue.

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  9. Do I have to decide now?

    NO. You do not have to take any action at this time. The Offer is scheduled to expire on November 10, 2008 and is subject to a number of conditions that have yet to be satisfied. Given that the Board of Directors is considering strategic alternatives that may enhance shareholder value, the Board of Directors recommends that you not take any action until closer to the expiry date of the Offer to ensure that you are able to consider all of the options available to you.

    If you have already tendered your Shares to the Offer and you decide to withdraw these Shares from the Offer, you must allow sufficient time to complete the withdrawal process prior to the expiry of the Offer. For more information on how to withdraw your Shares, you should contact your broker or BarnesMcInerney Inc., the information agent retained by Rockwell, at the number listed below.

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  10. Who do I ask if I have more questions?

    The Board of Directors recommends that you read the information contained in this Circular in its entirety. Please contact BarnesMcInerney Inc., the information agent retained by Rockwell, with any questions or requests for assistance that you might have. BARNESMCINERNEY INC.

    416-367-5000 ext. 222

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