ROKEBY RESOURCES LIMITED — Capital/Financing Update 2018

Dec 3, 2018

4 December 2018

ISSUE OF SHORTFALL SECURITIES & PLACEMENT

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

Inca Minerals Limited (Inca or Company) is pleased to advise the completion of a capital raising of $716,462 through the issue of 143,292,389 fully paid ordinary shares, each with a free attaching option, at an issue price of $0.005 per share. The capital raising was completed through:

• (a) The placement of 70,038,998 Shortfall Shares, each with a free attaching Shortfall Option, at an issue price of 0.5 cents per share (S/Fall Issue). The S/Fall Issue was made using shortfall securities arising out of the offers detailed in the Company's Prospectus dated 2 August 2018 (Prospectus) and Supplementary Prospectus dated 24 August 2018. The S/Fall Issue raised a total of $350,195 (before raising costs) and now means a 100% take-up of the offers under the Prospectus; and
• (b) With the offers under the Prospectus being heavily oversubscribed, Inca has also placed 73,253,391 fully paid ordinary shares, each with a free attaching option, at an issue price of 0.5 cents per share to raise $366,267 (before raising costs) (Placement).

The funds raised from the S/Fall Issue and Placement will be used for exploration at the Company's zincsilver-lead projects in Peru and for working capital.

The requisite Appendix 3B for the S/Fall Issue and the Placement is attached to this announcement.

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

The S/Fall Issue (of Shortfall Shares and Shortfall Options) was completed using Inca's Shortfall Security capacity pursuant to the Company's Prospectus dated 2 August 2018 and the Supplementary Prospectus dated 24 August 2018. The Placement was made without disclosure under Part 6D.2 of the Corporations Act, using Inca's ASX 7.1 (15%) capacity, to sophisticated and retail investors under Sections 708(8) and 708(1) of the Corporations Act respectively. Securities issued under both the S/Fall Issue and the Placement rank equally and were issued under the same terms and conditions as outlined in the Company's Prospectus dated 2 August 2018.

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

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 tobe issued	(a) Fully paid ordinary shares (ASX: ICG) (ShortfallShares)
		(b) Quoted options (ASX: ICGO) (ShortfallOptions)
		(c) Fullypaidordinaryshares(ASX:ICG)(Placement Shares)
		(d) Quoted options (ASX: ICGO) (PlacementOptions)
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which may beissued	(a) 70,038,998 Shortfall Shares
		(b) 70,038,998 Shortfall Options
		(c) 73,253,391 Placement Shares
		(d) 73,253,391 Placement Options

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)

Pursuant to the Prospectus dated 2 August 2018:

• (a) Fully paid ordinary Shortfall Shares rank equally with all other issued fully paid ordinary shares (ASX: ICG).
• (b)Quoted Shortfall Options rank equally with all other issued options, each with an Exercise Price of $0.012, and exercisable on or before 7 August 2020 (ASX: ICGO).

Summary of terms and conditions attaching to the above securities appears in Section 5 of the Prospectus.

• (c) Fully paid ordinary Placement Shares rank equally with all other issued fully paid ordinary shares (ASX: ICG).
• (d)Quoted Placement Options rank equally with all other issued options, each with an Exercise Price of $0.012, and exercisable on or before 7 August 2020 (ASX: ICGO).
• 4 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

5 Issue price or consideration (a) $0.005 per Shortfall Share

Yes – see above.

• (b) Nil consideration Shortfall Options attach to Shortfall Shares as free options.
• (c) $0.005 per Placement Share
• (d) Nil consideration Placement Options attach to Placement Shares as free options.

+ See chapter 19 for defined terms.

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
• 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 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

To fund exploration at the Company's projects and working capital as warranted.

No

N/A

(c) 73,253,391 Placement Shares (d) 73,253,391 Placement Options

(a) 70,038,998 Shortfall Shares (b) 70,038,998 Shortfall Options

N/A.

Nil

Nil

N/A.

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

Remaining Issue Capacity Rule 7.1: 275,965,764

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.

(a) 3 December 2018 - Shortfall Shares

• (b) 3 December 2018 Shortfall Options
• (c) 3 December 2018 Placement Shares
• (d) 3 December 2018 Placement Options

Number +Class

Number +Class

Nil N/A

2,965,445,366

335,282,207

ordinary shares.

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)
• 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)

Shortfall Shares and Placement Shares rank equally from issue date with all existing quoted fully paid

Fully paid ordinary

Options (Ex. 7/08/2020)

shares.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No – the issue of Shortfall Shares and ShortfallOptions falls under the offers detailed in theProspectus dated 2 August 2018.
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

+ See chapter 19 for defined terms.

16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	N/A
17	Policy for deciding entitlementsin relation to fractions	N/A
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how their	N/A
	entitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	None.
23	Fee or commission payable to thebroker to the issue	With respect to the Shortfall Securities, theCompany reserved the right to pay a commissionof up to 6% (Exc. GST) of all amounts subscribedthroughanylicensedsecuritiesdealersorAustralian financial services licensee.
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options,andthetermsentitleoptionholders to participate on exercise,the date on which notices will besent to option holders	N/A

28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders sell theirentitlements in fullthrough abroker?	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	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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 and over
37	A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

quotation is sought

38	Number of +securities for which+quotation is sought	N/A
39	+Class of +securities for which	N/A

N/A

• 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
N/A

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: 4 December 2018 (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	2,334,704,572
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	70,038,998 (issued 3/12/2018 (subject of thisannouncement) being shortfall securities froma non-renounceable pro-rata entitlement offerpursuant to a Prospectus dated 2/8/2018).10,000,000 (issued 7/11/2018); 12,900,000(issued 1/10/2018); and 32,961,000 (issued19/9/2018) being shortfall securities from a nonrenounceable pro-rata entitlement offerpursuant to a Prospectus dated 2/8/2018).136,128,818 (issued 5/9/2018 under a nonrenounceable pro-rata entitlement offerpursuant to a Prospectus dated 2/8/2018).27,500,000 (issued 2/8/2018 with shareholderapproval at 30/11/2018 AGM).
Number of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•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 itemsSubtract the number of fully paid	805,295 (issued 16/4/2018 with shareholderapproval at 30/11/2018 AGM).26,666,667 (issued 2/3/2018 under a shortfallshare offer pursuant to a Prospectus dated26/10/2017).70,000,000 (issued 22/12/2017 with shareholderapproval at 30/11/2018 AGM).160,611,625 (issued 12/12/2017 via a nonrenounceable pro-rata entitlement offerpursuant to Prospectus dated 26/10/2017).0
+ordinary securities cancelled during that12 month period"A"	2,882,316,975

+ 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	432,347,546
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:	73,253,391 FPOS issued 3/12/2018 (subject ofthis announcement).
•Under an exception in rule 7.2	73,253,391 options issued 3/12/2018 (subjectof this announcement).
•Under rule 7.1A	9,875,000 FPOS issued 22/10/2018.
•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"	156,381,782
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	432,347,546
Note: number must be same as shown inStep 2
Subtract "C"	156,381,782
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	275,965,764

+ 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"	N/A
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	N/A
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"

+ 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
Note: number must be same as shown inStep 2
Subtract "E"
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"

+ See chapter 19 for defined terms.