ROKEBY RESOURCES LIMITED — AGM Information 2017

Oct 23, 2017

INCA MINERALS LIMITED [ASX: ICG]

ACN: 128 512 907

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Inca Minerals Limited's (Inca or Company) Shareholders will be held at 2.00pm 29 November 2017 (WST) at Level 2, 1 Walker Avenue, West Perth, Western Australia, 6005 (Meeting).

Terms and abbreviations used in this Notice of Annual General Meeting are defined in the Glossary.

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at this Annual General Meeting are registered Shareholders of the Company as at 2.00pm 27 November 2017 (WST).

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form which accompany and form part of this Notice of Annual General Meeting should be read in entirety.

This Notice of Meeting and the Explanatory Statement and Proxy Form which accompany and form part of this Notice should be read in entirety.

Shareholders wishing to discuss the matters within this Notice of Annual General Meeting should contact:

Mr Ross Brown, Managing Director: RBrown@incaminerals.com.au Dr Justin Walawski, Director & Company Secretary: JWalawski@incaminerals.com.au

TABLE OF CONTENTS

Agenda	1
Explanatory Statement	3
Voting Eligibility	11
Instructions – Completing the Proxy Form	12
Glossary	13
Proxy Form	Enclosed

VOTING AT THIS GENERAL MEETING

Your Vote is Important:	The business of this Annual General Meeting affects your shareholding andyour vote is important.
		Shareholders in doubt as to how they should vote should seek advice fromtheir professional advisers prior to voting.
Voting In Person:	To vote in person, attend the Annual General Meeting at the following time,date and place:
	Time:	2.00pm
	Date:	29 November 2017 (WST)
	Place:	Level 2, 1 Walker AvenueWest PerthWestern Australia 6005
Voting by Proxy:	To vote by proxy, please complete and sign the enclosed Proxy Form andreturn to the Company, by no later than 2.00pm 27 November 2017 (WST):
	By Post:	PO Box 38WEST PERTH WA 6872
	By Email:	info@incaminerals.com.au
	By Facsimile:	+61 (0)8 6145 0301
	Proxy forms received after 2.00pm 27 November 2017 (WST) will be invalid.

AGENDA

ORDINARY BUSINESS – FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the year ended 30 June 2017 together with a Directors' Report, Directors' Declaration, the Remuneration Report and the Auditor's Report on the financial report for the year ended 30 June 2017.

1. RESOLUTION 1 - REMUNERATION REPORT

To consider, and if thought fit, to pass, with or without amendment, the following non-binding ordinary resolution:

"That, for the purposes of the Corporations Act and for all other purposes, Shareholders approve and adopt the remuneration report as contained in the Company's annual financial report for the year ended 30 June 2017.

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion: In accordance with the Corporations Act the Company will disregard any votes cast on Resolution 1 by or on behalf of any of the following persons:

• (a) A member of the Key Management Personnel, details of whose remuneration are included in the remuneration report; or
• (b) A Closely Related Party of such a member.

This voting exclusion does not apply if the person has been appointed as a proxy, in writing, that specifies how the proxy is to vote on Resolution 1, provided that the Shareholder, who appointed the proxy, is not a person subject to the voting exclusion on Resolution 1.

This voting exclusion does not apply to the Chairman of the Meeting where the proxy appointment is from a Shareholder not subject to the voting exclusion on Resolution 1 and expressly authorises the Chairman of the Meeting to exercise an undirected proxy even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel for the Company or the consolidated entity. The Chairman of the Meeting intends to vote all undirected proxies (where the Chairman has been appropriately authorised) in favour of Resolution 1.

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY

To consider, and if thought fit, to pass, with or without amendment, the following special resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid issued share capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: In accordance with ASX Listing Rules the Company will disregard any votes cast on Resolution 2 by any person who may participate in the 10% Placement Facility, and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

AGENDA (CTD)

3. RESOLUTION 3 - RE-ELECTION OF MR JUSTIN WALAWSKI AS A DIRECTOR

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolution:

"That Mr Justin Walawski, who retires by rotation in accordance with Rules 10.3 and 10.5 of the Company's Constitution, and, being eligible, offers himself for re-election, be re-elected as a Director."

4. RESOLUTION 4 – APPROVAL OF PLACEMENT FACILITY

To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 300,000,000 Shares on the terms and conditions set out in the Explanatory Memorandum (Placement Facility)".

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by persons who may participate in the proposed issue and by any persons who might obtain a benefit, except solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any Associate of those persons. However, the Company need not disregard a vote cast by a person as a proxy for a person entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by a person chairing the meeting, as proxy for a person entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

DR JUSTIN WALAWSKI FCPA DIRECTOR & COMPANY SECRETARY

19 October 2017

EXPLANATORY STATEMENT

This Explanatory Statement is prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company's Shareholders to be held at 2.00pm 29 November 2017 (WST) at Level 2, 1 Walker Avenue, West Perth, Western Australia, 6005 (Meeting). Terms and abbreviations used in this Notice of Annual General Meeting are defined in the Glossary. The purpose of this Explanatory Statement is to provide all information known to the Company that Directors believe to be material to Shareholders in deciding how to vote on the Resolutions in this Notice of Meeting.

ORDINARY BUSINESS – FINANCIAL STATEMENTS AND REPORTS

The business of the Annual General Meeting includes receipt and consideration of the annual financial report of the Company for the financial period ended 30 June 2017 together with a Directors' Report, Directors' Declaration, the Remuneration Report and the Auditor's Report on the financial report for the year ended 30 June 2017.

The Company provided an electronic copy of the financial report for the period ended 30 June 2017 as an ASX announcement on 29 September 2017. Shareholders may also view the Company's Annual Report for the year ended 30 June 2017 (inclusive of the annual financial report) on the Company's website: www.incaminerals.com.au. The Company has also provided a hard copy of its Annual Report for the year ended 30 June 2017 to any Shareholder who elected to receive a hard copy.

1. RESOLUTION 1 - REMUNERATION REPORT

1.1 General

The remuneration report sets out the Company's remuneration arrangements for the Directors and the Company's senior management. The remuneration report is part of the Directors' Report contained in the annual financial report of the Company for the financial year ended 30 June 2017 (2017 Remuneration Report).

The Corporations Act requires that, at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to shareholders.

1.2 Voting Consequences

The resolution is advisory only and does not bind the Directors or the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the 2017 Remuneration Report. However, the Board takes the outcome of the vote on this resolution very seriously.

If greater than 25% of the votes cast on Resolution 1 are against adoption of the 2017 Remuneration Report, and at least 25% of the votes cast at the Company's next annual general meeting (2018 AGM), on a resolution that the remuneration report for the year ended 30 June 2018 (2018 Remuneration Report) be adopted, vote against adoption of the 2018 Remuneration Report, then the Company is required under section 250V of the Corporations Act to convene a general meeting within 90 days of the 2018 AGM (Spill Meeting) where:

• (a) All the directors of the Company who were directors at the time of the 2018 AGM (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting; and
• (b) A resolution to re-elect each of the directors referred to in (a) may be put to the vote at the Spill Meeting.

Following the Spill Meeting those persons elected or re-elected as Directors of the Company will be the Directors of the Company. Note that, at the Company's last annual general meeting less than 25% of the votes cast were against the remuneration report considered at the meeting. Accordingly, the Spill Meeting is not relevant for consideration at the 2017 AGM.

1. RESOLUTION 1 - REMUNERATION REPORT (CTD)

1.3 Proxy Voting

Shareholders appointing a proxy for Resolution 1 should note the following:

• (a) If you appoint the Chairman of the Meeting as your proxy and you do not direct the Chairman how to exercise your vote on Resolution 1, then you must expressly acknowledge on the proxy form (by way of a cross (X)) that the Chairman of the Meeting may exercise discretion in exercising your proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel. In such cases, and as at the date of this Notice, the Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 1.
• (b) If you appoint as a proxy someone other than the Chairman of the Meeting and the proxy is either a member of Key Management Personnel whose remuneration details are included in the 2017 Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in the vote of Resolution 1.
• (c) If you appoint as a proxy, a person other than those discussed at 1.3 (a) and (b) above, you do not need to direct your proxy how to vote and you do not need to cross (X) any further acknowledgement on the proxy form.

1.4 Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 and adopt the 2017 Remuneration Report.

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY

2.1 General

ASX Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the 15% placement capacity available under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 7.1A an eligible entity is an entity that:

• (a) Is not included in the S&P/ASX 300 Index; and
• (b) Has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is not included in the S&P / ASX 300 Index and, as at 12 October 2017, has a market capitalisation of less than $300 million. Consequently, the Company is an eligible entity for the purposes of ASX Listing Rule 7.1A and it now seeks Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

2.2 Effect of Resolution 2

The effect of Resolution 2 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% placement capacity under ASX Listing Rule 7.1. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 2.3(c) below).

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY (CTD)

2.3 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A is as follows:

(a) Shareholder Approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has one class of Equity Securities on issue being fully paid ordinary shares in the capital of the Company [ASX: ICG].

(c) Calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities that have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the formula:

(A x D) – E.

In reference to the formula (A x D) – E:

A = the number of shares on issue 12 months before the date of issue or agreement to issue:

• Plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;
• Plus the number of partly paid shares that become fully paid in the 12 months;
• Plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rule 7.1 and ASX Listing Rule 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity; and
• Less the number of fully paid shares cancelled in the 12 months.

D = 10%

E = the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or ASX Listing Rule 7.4.

2.4 10% Placement Facility Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A remains valid from the date of the annual general meeting at which shareholder approval is obtained and expires the earlier to occur of:

• (a) The date that is 12 months after the date of the annual general meeting at which approval is obtained; or
• (b) The date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking);

or such longer period if allowed by the ASX (10% Placement Period).

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY (CTD)

2.5 ASX Listing Rule 7.3A: Provision of Specific Information

ASX Listing Rule 7.3A prescribes that the following information is provided in relation to the approval of the 10% Placement Facility:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:
  • 1. The date on which the price at which the Equity Securities are to be issued is agreed; or
  • 1. If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.
• (b) If Resolution 2 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in Table 1. There is a risk that:
  • 1. The market price for the Company's Equity Securities may be significantly higher or lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
  • 1. The Equity Securities may be issued at a price that is a discount to the market price for the Company's Equity Securities on the issue date which may affect the amount of funds raised by the issue of the Equity Securities.

Variable A (in ASX			Dilution
Listing Rule 7.1A2)		$0.00450% Decrease inIssue Price	$0.008Issue Price	$0.016100% Increase inIssue Price
Current Variable A	10% Voting Dilution	230,445,687 Shares	230,445,687 Shares	230,445,687Shares
2,304,456,867 Shares	Funds Raised	$921,783	$1,843,565	$3,687,131
50% Increase toCurrent Variable A3,456,685,301 Shares	10% Voting Dilution	345,668,530 Shares	345,668,530 Shares	345,668,530 Shares
	Funds Raised	$1,382,674	$2,765,348	$5,530,696
100% Increase toCurrent Variable A4,608,913,734 Shares	10% Voting Dilution	460,891,373 Shares	460,891,373 Shares	460,891,373 Shares
	Funds Raised	$1,843,565	$3,687,131	$7,374,262

Table 1: Possible Dilutionary Effects of 10% Placement Facility

Table 1 also shows an example:

• 1. Where variable "A" is increased by 50% and an example of where variable A is increased by 100%. Variable "A" is based on the number of ordinary Shares the Company currently has on issue. The number of ordinary Shares on issue may increase as a result of issues of ordinary Shares that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
• 1. Where the issue price of ordinary Shares is reduced by 50% (relative to the current market price) and where the issue price of ordinary Shares is increased by 100% (relative to the current market price).

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY (CTD)

2.5 ASX Listing Rule 7.3A: Provision of Specific Information (Ctd)

Table 1 has been prepared on the following assumptions:

• 1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• 1. No options (including any options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
• 1. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Ruling 7.1.
• 1. The current number of shares on issue are the Shares on issue as at 12 October 2017.
• 1. The issue price is $0.008 per share, being the closing price of Inca Shares on ASX on 12 October 2017.
• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 2 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
• (d) The Company may seek to issue the Equity Securities primarily for the purposes of exploration, evaluation and development of the Company's Peruvian projects. The Company may, if warranted, also seek to issue the Equity Securities for the purposes of expenditure on the Company's other assets, and / or operational expenditure, and/or acquiring new assets or investments (including the expense associated with such acquisition), and/or general working capital. In the event the Equity Securities are used as noncash consideration then the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.
• (e) The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A(4) and ASX Listing Rule 3.10.5A upon issue of any Equity Securities. The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility.

The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• 1. The methods of raising funds available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate.
• 1. The effect of the issue of the Equity Securities on the control of the Company.
• 1. The financial situation and solvency of the Company; and
• 1. Advice from corporate, financial and broking advisers (if applicable).

Allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY (CTD)

2.5 ASX Listing Rule 7.3A: Provision of Specific Information (Ctd)

include existing and /or new Shareholders who are not Related Parties or Associates of a Related Party of the Company. If the Company were to acquire new resources assets or investments, it is possible that the allottees under the 10% Placement Facility will be vendors of the new resources assets or investments.

(f) A voting exclusion statement is included in this Notice. At the date of this Notice, the Company has not approached any particular existing Shareholder or security holder or any identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore by excluded under the voting exclusion in this Notice.

2.6 Notice Required Under ASX Listing Rule 7.3A.6

The Company obtained Shareholder approval under ASX Listing Rule 7.1A at the Company's Annual General Meeting (AGM) on 29 November 2016. Pursuant to ASX Listing Rule 7.3A.6 the Company advises it issued 65,012,110 ordinary Shares in the 12 months preceding the Company's AGM on 29 November 2017 representing 2.95% of the total number of Company's issued securities as at 29 November 2016. Shares issued since 29 November 2016 were fully paid ordinary Shares and rank equally with the Company's only existing quoted class of issued ordinary Shares. Table 2 provides further details on all issues of the Company's fully paid ordinary Shares during the 12 months preceding the Company's AGM on 29 November 2017.

Date	Share Issue Details	Other Information
6/7/2017	Shares Issued: 18,212,110fully paid ordinary sharesranking equally with allother issued fully paidordinary shares.Issue Price: $A0.01487Market Price: $A0.01000*	At a General Meeting on 29 November 2016, shareholdersapproved a 10% placement facility under ASX Listing Rule 7.1Awhereby Equity Securities could be issued at an issue price of notless than 75% of the VWAP for the Company's Equity Securitiesover the 15 Trading Days immediately before:1.The date on which the price at which the Equity Securitiesare to be issued is agreed; or
		2.If the Equity Securities are not issued within 5 Trading Daysof the date in paragraph (1) above, the date on which theEquity Securities are issued.On 6 July 2017, the Company issued 18,212,110 shares from thisfacility to existing shareholders. Monies raised have not beenspent and are intended to fund exploration at the Company's
9/02/2017	Shares Issued: 46,800,000fully paid ordinary sharesranking equally with allother issued fully paidordinary shares.Av. Issue Price: $A0.02013Market Price: $A0.01900*	Peruvian Zn-Ag-Pb projects and working capital.At the Company's General Meeting on 14 September 2016,shareholders approved a placement facility of 300 millionordinary shares to be issued at an issue price no less than 80% ofthe 5 day VWAP of the shares immediately before the date ofissue. On 9 February 2017, the Company issued 46,800,000shares from this facility to sophisticated, existing shareholders.Monies raised have not been spent and are intended to fundexploration at the Company's Peruvian Zn-Ag-Pb projects andworking capital.

Table 2: Share Issues in 12 Months Preceding AGM 29 November 2017

* Market price immediately prior to placement announcement (Source: http://www.asx.com.au/asx/research/company.do#!/ICG).

2. RESOLUTION 2 - APPROVAL OF 10% PLACEMENT FACILITY (CTD)

2.7 Voting on Resolution 2

Resolution 2 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

2.8 Directors' Recommendation

The Directors believe it extremely important that Shareholders provide the Board with flexibility and capacity to raise capital as and when required under prevailing capital raising market conditions. Directors unanimously recommend Shareholders vote in favour of Resolution 2 and approve the 10% Placement Facility.

3. RESOLUTION 3 - RE-ELECTION OF MR JUSTIN WALAWSKI AS A DIRECTOR

3.1 General

Mr Walawski was re-elected as a Director at the Company's Annual General Meeting of Shareholders on 30 November 2015. Mr Walawski retires as a Director by rotation in accordance with Rules 10.3 and 10.5 of the Company's Constitution and seeks re-election. A brief biography for Mr Walawski is included in both the Company's Annual Report and the Company's website: www.incaminerals.com.au. Resolution 3 is an ordinary resolution.

3.2 Directors' Recommendation

The Directors (other than Mr Walawski) unanimously recommend Shareholders vote in favour of Resolution 3 and re-elect Mr Walawski as a Director.

4. RESOLUTION 4 - APPROVAL OF PLACEMENT FACILITY

4.1 General

Resolution 4 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 to issue up to 300,000,000 Shares (Placement Facility) to investors who are not Related Parties or Associates of Related Parties of the Company.

4.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

By seeking Shareholder approval for the Placement Facility the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. Resolution 4 is an ordinary resolution.

4.3 Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Shares under the Placement Facility and the requirements of ASX Listing Rule 7.3, information is provided as follows:

• (a) The maximum number of Shares to be issued under the Placement Facility is 300,000,000 Shares;
• (b) The Shares may be allotted and issued progressively but by no later than 3 months after the date of this Meeting (or such later date as approved by the ASX);

4.3 Information Required by ASX Listing Rule 7.3 (Ctd)

• (c) The issue price of the Shares will be no less than 80% of the VWAP of the Shares for the 5 trading days immediately before the Shares are issued;
• (d) The Shares will be issued to investors who are not Related Parties of the Company or Associates of Related Parties of the Company;
• (e) The Shares will be ranked fully paid ordinary Shares in the Company and shall rank equally with the Company's current issued ordinary Shares;
• (f) The Company intends to use the funds raised through the Placement Facility as additional working capital and investment capital for Inca primarily in relation to ongoing exploration, evaluation and development of Inca's Peru projects. Funds may also be directed towards further exploration of the Company's other projects or acquisition of new projects as warranted; and
• (g) A voting exclusion statement is included in this Notice of Annual General Meeting.

4.4 Directors' Recommendation

Under prevailing capital raising market conditions the Directors believe it is extremely important that Shareholders provide the Board with an increased flexibility and capacity to raise capital as and when required. Directors unanimously recommend that Shareholders vote in favour of Resolution 4 and approve the Placement Facility.

VOTING ELIGIBILITY

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the Annual General Meeting are registered Shareholders of the Company as at 2.00pm 27 November 2017 (WST). Accordingly, transactions registered after this time will be disregarded when determining entitlements to attend and vote on the Resolutions at the Annual General Meeting.

VOTING BY SHAREHOLDERS

On a show of hands, each Shareholder present in person or by proxy or attorney or, in the case of a body corporate, by a representative at the Annual General Meeting will have one vote. On a poll, every Shareholder present in person or by proxy or attorney or, in the case of a body corporate, by a representative will have one vote for each Inca Share held by him or her. A Shareholder that is a body corporate entitled to attend and vote at a meeting of Shareholders may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at the meeting or in the capacity of the Shareholder's proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on behalf of that body corporate, all powers that the body corporate could exercise at a meeting or in voting on a resolution. The body corporate's representative must present satisfactory evidence that he or she is authorised to act as the body corporate's representative prior to admission to the Meeting.

IMPORTANT VOTING INFORMATION

The Company encourages Shareholders who submit proxies to direct their proxy how to vote on the Resolutions. As at the date of this Notice the Chairman of the Annual General Meeting intends to vote all undirected proxies in favour of each Resolution.

PROXIES

A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on behalf of the Shareholder. Where the Shareholder is entitled to cast 2 or more votes, the Shareholder may appoint 2 proxies and may specify the proportion or the number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions). A proxy need not be a Shareholder of the Company.

A Proxy Form accompanies and forms part of this Notice of Annual General Meeting. The Proxy Form contains important information and other instructions which you should read carefully. Any instrument of proxy deposited or received by Inca where the name of the appointee is not expressly specified will be deemed to be given in favour of the Chairman of the meeting to which it relates. Proxies given by a Shareholder that is a body corporate must be executed in accordance with the body corporate's constitution and signed by a duly authorised officer or attorney.

INSTRUCTIONS - COMPLETING THE PROXY FORM

A Proxy Form accompanies and forms part of this Notice of Annual General Meeting. Please note the special instructions detailed in Section 1.3 of the Explanatory Memorandum pertaining to proxy voting on Resolution 1. Should a Shareholder wish to appoint a proxy, and if your proxy is someone other than the Chairman of the Meeting, please insert the name of your proxy. If you leave the appointment section of this Proxy Form blank or your named proxy is unable to attend, the Chairman of the Meeting for the time being will be your proxy to vote your Inca Shares. Your proxy need not be a Shareholder of the Company.

You may appoint one or two proxies to attend and vote at the Annual General Meeting on your behalf. If you appoint two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes in which case any fraction of votes will be disregarded. Where a Shareholder appoints more than one proxy, neither proxy is entitled to vote on a show of hands. If you require an additional Proxy Form, the Company will supply it on request.

Voting directions to your proxy: You should direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your Inca Shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy (subject to any voting exclusion) may vote as he or she chooses. If you mark more than one box on an item, your vote on that item will be invalid.

Signature(s): Shareholders must sign the Proxy Form in the spaces provided as follows:

• Individual Holding: The Shareholder must sign in the box.
• Joint Holding: If Shares are held in joint names, all Shareholders must sign in the boxes.
• Attorney: If you are signing as an Attorney, the Power of Attorney must have already been lodged with the Company or, alternatively, a certified copy of it must accompany the Proxy Form.
• Companies: Only duly authorised officer(s) can sign on behalf of a company. Please sign in the boxes provided which state the office held by the signatory, i.e. Director, or Director/Company Secretary, or Sole Director and Sole Company Secretary.

Lodgement of Proxy: To be effective, the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be received by the Company by no later than 2.00pm 27 November 2017 (WST):

By Post:	PO Box 38WEST PERTH WA 6872
By Email:	info@incaminerals.com.au
By Facsimile:	+61 (0) 8 6145 0301

Proxy forms received after 2.00pm 27 November 2017 (WST) will be invalid.

GLOSSARY

Words importing the singular include the plural and vice versa. A reference to gender is a reference to all genders. Unless the context requires otherwise, the following terms and expressions shall have the following meanings in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form:

10% Placement Facility has the meaning given to it in Section 2.1.

10% Placement Period has the meaning given to it in Section 2.4.

$A means Australian dollars.

Annual General Meeting means the Annual General Meeting of the Company convened at 2.00pm on 29 November 2017 (WST) and held at Level 2, 1 Walker Avenue, West Perth, Western Australia, 6005 or any meeting adjourned thereof, convened by the Notice of Meeting.

Associate has the meaning given to it by Division 2 of Part 1 of the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or, as the context requires, the market operated by it.

ASX Listing Rules means the listing rules of ASX as amended or waived.

Board means the board of Directors of the Company.

Chairman/Chairperson means the person appointed to chair the Company's Annual General Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• A spouse or child of the member.
• A child of the member's spouse.
• A dependant of the member or the member's spouse.
• Anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company.
• A company the member controls.

Company / Inca means Inca Minerals Limited (ACN 128 512 907).

Constitution means the Company's constitution.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company from time to time.

Explanatory Statement means the explanatory statement that accompanies and forms part of this Notice of Annual General Meeting.

Equity Securities has the same meaning as in the ASX Listing Rules.

ICG means the code assigned to the Company by the ASX.

Inca Shares / Shares means fully paid ordinary shares in the capital of the Company.

Key Management Personnel means those people having authority and responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly. Key Management Personnel includes the Company's executive and non-executive Directors.

Notice of Meeting means this Notice of Annual General Meeting dated 19 October 2017.

Placement Facility has the meaning given to it in Section 4.1.

GLOSSARY (Ctd)

Proxy Form means the proxy form accompanying and forming part of this Notice of Annual General Meeting.

Related Party has the meaning given to it by the Corporations Act.

Resolutions means any or all of the resolutions, as the context requires, set out in this Notice of Annual General Meeting.

Shareholder means a person or entity entered in the Company's register of members from time to time as the holder of Inca Shares.

Trading Days has the same meaning as in the ASX Listing Rules.

VWAP means volume weight average price.

WST means Western Standard Time being the time in Perth, Western Australia.

SAMPLE ONLY - NOT INTENDED FOR USE

X Please mark to indicate your directions

I/We ....................................................................................................................................................................................................................................... of............................................................................................................................................................................................................................................ appoint .................................................................................................................................................................................................................................. SAMPLE ONLY - NOT INTENDED FOR USE

or in his/her absence .............................................................................................................................................................................................................

or, if no person is named above or is absent, the Chairman of the meeting, as my/our proxy to vote for me/us on my/our behalf at the Company's Annual General Meeting of Shareholders to be held at 2.00pm 29 November 2017 (WST) and at any adjournment of that Meeting.

of............................................................................................................................................................................................................................................

Important Notes: If you appoint a proxy, we encourage you to direct your proxy how to vote on each Resolution. As at the date of the Notice of this Annual General Meeting the Chairman of the Meeting intends to vote all undirected proxies in favour of each Resolution. If appointing a proxy please state the number of Inca Shares or the percentage of voting rights applicable to this Proxy Form.

Number of shares OR % If appointing a second proxy please state the number of Inca Shares or the percentage of voting rights applicable to this Proxy Form. Number of shares OR %

PLEASE NOTE: If the appointment of two proxies does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half the votes.

I/We direct my/our proxy to vote in respect of the Resolutions to be considered as indicated with an "X" below, and to vote or abstain in respect

of any procedural resolution as my/our proxy thinks fit. FOR AGAINST ABSTAIN* Resolution 1: Approval of Remuneration Report Note: If you have appointed the Chair of the Meeting as your proxy and you do not direct the Chair how to vote on Resolution 1 then you must mark this box to indicate you understand Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel. Resolution 2: Approval of 10% Placement Facility Resolution 3: Re-election of Mr Justin Walawski as a Director Resolution 4: Approval of 300,000,000 Share Placement Facility SAMPLE ONLY - NOT INTENDED FOR USE

If no direction is given above, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of all the Resolutions to be considered by the Meeting and any adjournment of the Meeting.

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

This form should be signed by the Shareholder. If a joint holding, all Shareholders must sign. If signed by the Shareholder's attorney, the power of attorney must have been previously lodged with the Company or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001. To be effective, the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be received by the Company by no later than 2.00pm 27 November 2017 (WST):

By Post: PO Box 38, West Perth, WA, 6872 By Email: info@incaminerals.com.au By Facsimile: +61 (0) 8 6145 0301

Lodge Your Vote:

By Mail:	Inca Minerals LimitedPO Box 38West Perth WA 6872
By Email:	info@incaminerals.com.au
By Facsimile:	+61 (0) 8 6145 0301
Enquiries:	+61 (0) 8 6145 0300info@incaminerals.com.au

Shareholder Proxy Form - Instructions

Inca Minerals Limited (ACN: 128 512 907) Annual General Meeting at 2.00pm on 29 November 2017 (WST)

• 1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).
• 1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name that appears on the proxy.
• 1. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded.
• 1. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
• 1. To be effective, proxies must be received by the company by 2.00pm (WST) on 27 November 2017.
• 1. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 2.00pm (WST) on 27 November 2017 will be entitled to attend and vote at the Meeting.
• 1. The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.
• 1. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by management of the Company.
• 1. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.