ROKEBY RESOURCES LIMITED — Capital/Financing Update 2017

Oct 26, 2017

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 576,114,217 shares to be issued under a nonrenounceable pro-rata offer (Offer).

The shares under the Offer are to be issued on the terms and conditions set out in the Prospectus dated and lodged with ASIC and the ASX on 26 October 2017 (Prospectus). A summary of these terms and conditions appears in Section 5 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?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	Yes.
5	Issue price or consideration	$0.006 per share
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Purpose of the Offer is to raise up to $3,456,685(before associated costs) for exploration, drillingand evaluation at the Company's Cerro Rayas andRiqueza projects in Peru and for working capital aswarranted.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Yes.
6b	The date the security holderresolution under rule 7.1A waspassed	29 November 2016
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Nil
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 576,114,217 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 +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements	N/A.
6i	Calculate the entity's remaining	Remaining Issue Capacity Rule 7.1: 342,936,714
	issue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Remaining Issue Capacity Rule 7.1A: 210,412,366
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.	5 December 2017 (Indicative timetable)
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingtheinsection 2 if applicable)	2,880,571,084	Fullypaidordinaryshares.
		Number	+Class
9	+classNumberandofall+securities not quoted on ASX	Nil	N/A

(including the +securities in

section 2 if applicable)

+ See chapter 19 for defined terms.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

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

Part 2 - Pro rata issue

• 11 Is security holder approval required? No
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the +securities will be offered
• 14 +Class of +securities to which the offer relates
• 15 +Record date to determine entitlements

shares held at the record date.

Fully paid ordinary shares.

No

Zealand.

One (1) new share for every four (4) existing

Fractional entitlements will be rounded up to the

All countries except Australia, Germany and New

nearest whole number of shares.

Non-renounceable.

• 1 November 2017 (Indicative timetable)
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

28 November 2017 (Indicative timetable)

• 20 Names of any underwriters N/A
• 21 Amount of any underwriting fee or commission

+ See chapter 19 for defined terms.

22		Names of any brokers to the issue	None.
23	to the issue	Fee or commission payable to the broker	N/A. The Company has reserved the right to pay acommission of up to 6% (Exc. GST) of amountssubscribed through any licensed securities dealersor Australian financial services licensee in respectof any valid applications lodged and accepted bythe Company.
24	brokersholders	Amount of any handling fee payable towholodgeacceptancesorrenunciations on behalf of security	N/A
25	holders'meeting	If the issue is contingent on securityapproval,thedateofthe	N/A
26		Date entitlement and acceptance formand offer documents will be sent topersons entitled	3 November 2017 (Indicative timetable)
27	termsholders	If the entity has issued options, and theentitleoptionholderstoparticipate on exercise, the date onwhich notices will be sent to option	N/A
28	Dateapplicable)	rightstradingwillbegin(if	N/A
29	Dateapplicable)	rightstradingwillend(if	N/A
30		How do security holders sell theirentitlements in full through a broker?	N/A
	31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
	32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
	33	+Issue date	5 December 2017 (Indicative timetable)

+ See chapter 19 for defined terms.

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)

• 38 Number of +securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that 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: 26 October 2017 (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	2,239,444,757
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	46,800,000 (Issued 9 February 2017.Shareholder approval at AGM 29 November2016).
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval
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"	2,286,244,757

+ 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	342,936,714
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•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"	0
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	342,936,714
Note: number must be same as shown inStep 2
Subtract "C"	0
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	342,936,714

+ 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"	2,286,244,757
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	228,624,476
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	18,212,110 (Issued 6 July 2017).
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"	18,212,110

+ 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	228,624,476
Note: number must be same as shown inStep 2
Subtract "E"	18,212,110
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	210,412,366

+ See chapter 19 for defined terms.