ROKEBY RESOURCES LIMITED — Capital/Financing Update 2016

Jul 3, 2016

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Inca Minerals Limited

ABN

128 512 907

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares.

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Up to 619,240,075 shares to be issued under a non-renounceable pro-rata offer (Offer).

Up to 107,497,121 shares to be issued under a placement offer (Placement).

The shares under the Offer and Placement are to be issued on the terms and conditions set out in the Prospectus dated and lodged with ASIC and the ASX on or around 1 July 2016 (Prospectus). A summary of these terms and conditions appears in Section 5.1 of the Prospectus.

+ See chapter 19 for defined terms.

4	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Yes.
	If the additional +securities donot rank equally, please state:the date from which they dothe extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	A$0.004 per share.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Purpose of the Offer and Placement is to raise upto$2,906,948(beforeassociatedcosts)forexploration,drillingandevaluationattheCompany's Riqueza Project in Peru and for workingcapital as warranted.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?	Yes.
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	30 November 2015
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Up to 107,497,121 to be issued under Placement
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil

+ See chapter 19 for defined terms.

6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	Nil
6f	Number of +securities issuedunder an exception in rule 7.2	renounceable pro-rata offer.	Up to 619,240,075 shares to be issued under a non
6g	If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issue date and both values.Include the source of the VWAPcalculation.	N/A.
6h	If +securitieswere issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements	N/A.
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Remaining Issue Capacity Rule 7.1: NilRemaining Issue Capacity Rule 7.1A: Nil
7	+Issue datesNote: The issue date may be prescribed by ASX(refer to the definition of issue date in rule19.12). For example, the issue date for a pro rataentitlement issue must comply with theapplicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	2 August 2016 (Indicative timetable)
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	Number1,965,217,345	+ClassFullypaidordinaryshares.

• 6h If +securities were issued under
• 6i Calculate the entity's remaining
• 7 +Issue dates

Number	+Class
1,965,217,345	Fullypaidordinaryshares.

+ See chapter 19 for defined terms.

• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	+Class
Nil	N/A

Rank equally from issue date with all existing quoted fully paid ordinary shares.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non-Renounceable.
13	Ratio in which the +securities willbe offered	One (1) new share for every two (2) existingshares held at the record date.
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	7 July 2016 (Indicative Timetable).
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No.
17	Policy for deciding entitlementsin relation to fractions	Fractional entitlements will be rounded up to thenearest whole number of shares.
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	All countries except Australia and New Zealand.
19	Closingdateforreceiptofacceptances or renunciations	25 July 2016 (Indicative Timetable).

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A. As outlined in Section 6 of the Prospectus,the Company has reserved the right to pay acommission of up to 6% (exclusive of GST) ofamountssubscribedthroughanylicensedsecurities dealers or Australian financial serviceslicensee in respect of any valid applicationslodged and accepted by the Company.
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the brokerto the issue	As noted in Part 2, No. 21 of this Appendix 3Bdirectly above.
24	Amount of any handling fee payable tobrokerswholodgeacceptancesorrenunciationson behalf of securityholders	N/A
25	If the issue is contingent on securityholders'approval,thedateofthemeeting	N/A
26	Date entitlement and acceptance formand offer documents will be sent topersons entitled	11 July 2016 (Indicative Timetable).
27	If the entity has issued options, and thetermsentitleoptionholderstoparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Daterightstradingwillbegin(ifapplicable)	N/A
29	Daterightstradingwillend(ifapplicable)	N/A
30	How do security holders sell theirentitlements in full through a broker?	N/A
	31How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A

+ See chapter 19 for defined terms.

32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A

33 +Issue date 2 August 2016 (Indicative Timetable).

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

3839	Number of +securities for which+quotation is sought+Class of +securities for whichquotation is sought
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?
	If the additional +securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpaymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identifythat other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: 1 July 2016 (Director/Company secretary)

Print name: Justin Walawski

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	646,336,363
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	215,445,453 (Pro-rata renounceableentitlement issue on 27 July 2015).
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	75,000,000 (Issued 27/07/2015.Shareholder approval at AGM 30/11/2015).
	10,000,000 (Issued 29/07/2015.Shareholder approval at AGM 30/11/2015).
	130,000,000 (Issued 19/08/2015.Shareholder approval at AGM 30/11/2015).
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities thesubject of the Appendix 3B to which this formis annexed•It may be useful to set out issues of securitieson different dates as separate line items
Subtract the number of fully paid+ordinary securities cancelled during that12 month period	0
"A"	1,076,781,816

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	161,517,272
7.1 that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	107,497,121 (Placement (subject of thisannouncement))
•Under an exception in rule 7.2	6,886,818 (issued 30 May 2016)
•Under rule 7.1A	47,133,333 (issued 17 June 2016)
•With security holder approval underrule 7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"	161,517,272
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	161,517,272
Note: number must be same as shown inStep 2
Subtract "C"	161,517,272
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	Nil
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	1,076,781,816
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	107,678,182
Step 3: Calculate "E", the amount of placement capacity underrule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	79,000,000 (issued 25 May 2016)28,678,182 (issued 30 May 2016)
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	107,678,182

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	107,678,182
Note: number must be same as shown inStep 2
Subtract "E"	107,678,182
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	Nil
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.