ROKEBY RESOURCES LIMITED — Capital/Financing Update 2017

Feb 8, 2017

9 February 2017

Share Placement Notice Under ASX Listing Rule 3.10.5 and Section 708A of the Corporations Act and Appendix 3B

Following on from its announcement 7 February 2017 Inca Minerals Limited (Inca or Company) is pleased to advise it has successfully completed the share placement (referred to in the aforementioned announcement) and issued 46,800,000 fully paid ordinary shares (Placement) in the Company. The requisite Appendix 3B is attached to this announcement.

The Placement raised $942,400 (before raising costs) with funds to be directed primarily towards exploration at Inca's Riqueza Project in Peru and for working capital.

Inca provides the following information pursuant to ASX Listing Rule 3.10.5 and Section 708A(5)(e) of the Corporations Act.

The Placement shares were issued without disclosure to sophisticated investors under Part 6D.2 of the Corporations Act using Inca's share placement capacity as approved by shareholders at the Company's Annual General Meeting on 29 November 2016 and pursuant to ASX Listing Rules 7.1 and 7.3. As at the date of this notice Inca has complied with:

• (a) The provisions of Chapter 2M of the Corporations Act;
• (b) Section 674 of the Corporations Act; and

there is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.

Justin Walawski Director & Company Secretary

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.

46,800,000

• 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)

Fully paid ordinary shares ranking equally with all other issued fully paid ordinary shares and on the terms and conditions set out in the Company's ASX announcements 7 February 2017 and 9 February 2017.

+ 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	40,000,000 shares issued at $0.02016 per shareand 6,800,000 shares issued at $0.02 per share.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Monies raised from the issue are intended to funddrilling and exploration at the Company's Perubased exploration projects and for working capitalas needed.
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	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.

N/A. Remaining Issue Capacity Rule 7.1: 342,936,714 9 February 2017 Number +Class 2,286,244,757 Fully paid ordinary shares. Number +Class 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) Nil N/A

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 46,800,000
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
Nil	N/A

Remaining Issue Capacity Rule 7.1A: 228,624,476

Nil

N/A.

+ 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	Issecurityholderapprovalrequired?	N/A
	12	Is the issue renounceable or nonrenounceable?	N/A
	13	Ratio in which the +securities willbe offered	N/A
	14	+Class of +securities to which theoffer relates	N/A
	15	+Recorddatetodetermineentitlements	N/A
	16	Willholdingsondifferentregisters(orsubregisters)be	N/A
		aggregatedforcalculatingentitlements?
	17	Policy for deciding entitlementsin relation to fractions	N/A
	18	Names of countries in which the	N/A
		entity has security holders who
		willnotbesentnewofferdocuments
		Note: Security holders must be told how theirentitlements are to be dealt with.
		Cross reference: rule 7.7.
	19	Closingdateforreceiptof	N/A
		acceptances or renunciations
20		Names of any underwriters	N/A
21	commission	Amount of any underwriting fee or	N/A

+ See chapter 19 for defined terms.

22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders' approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do security holders sell their entitlements in full through a broker? N/A 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A 32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Issue date N/A

+ 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)

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, end
	of 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: 9 February 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	1,076,781,816
Add the following:Number of fully paid +ordinary•	79,000,000 (Issued 25 May 2016. Shareholderapproval AGM 29 Nov. 2016).
securities issued in that 12 monthperiod under an exception in rule 7.2	6,886,818 (Issued 30 May 2016. Shareholderapproval at GM 14 Sept. 2016).
Number of fully paid +ordinary•securities issued in that 12 month	28,678,182 (Issued 30 May 2016. Shareholderapproval AGM 29 Nov. 2016).
period with shareholder approval	47,133,333 (Issued 17 June 2016. Shareholderapproval at GM 14 Sept. 2016).
	107,497,121 (Issued 21 July 2016. Shareholderapproval at GM 14 Sept. 2016).
	402,144,385 (Issued 29 July 2016 under a prorata renounceable entitlement issue).
	217,095,828 (Shortfall shares issued 12 August2016 under pro-rata renounceableentitlement issue).
Number of partly paid +ordinary•securities that became fully paid in that	10,000,000 (Issued 15 September 2016.Shareholder approval at GM 14 Sept. 2016).
12 month periodNote:	44,227,274 (Issued 12 October 2016.Shareholder approval at GM 14 Sept. 2016).
•Include only ordinary securities here – otherclasses of equity securities cannot be added•Include here (if applicable) the securities the	80,000,000 (Issued 24 October 2016.Shareholder approval at GM 14 Sept. 2016).
subject of the Appendix 3B to which this formis annexed•It may be useful to set out issues of securities	140,000,000 (Issued 14 November 2016.Shareholder approval at GM 14 Sept. 2016).
on different dates as separate line items	46,800,000 (Subject of this announcement -issued 9 February 2017. Shareholder approvalat AGM 29 November 2016).
Subtract the number of fully paid+ordinary securities cancelled during that12 month period	0

+ See chapter 19 for defined terms.

"A"	2,286,244,757
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
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"	0

+ 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"	0
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	228,624,476

+ See chapter 19 for defined terms.