ROKEBY RESOURCES LIMITED — Capital/Financing Update 2018

Nov 7, 2018

8 November 2018

PLACEMENT OF SHORTFALL SECURITIES

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

Inca Minerals Limited (Inca or Company) has completed a placement of 1o,000,000 Shortfall Shares, each with a free attaching Shortfall Option, at an issue price of 0.5 cents per share (before raising costs) (Placement).

The Placement was made to an existing shareholder on 7 November 2018 using shortfall securities arising out of the offers detailed in the Company's Prospectus dated 2 August 2018 (Prospectus). The Placement raised a total of $50,000 and now means a 73% take-up of the offers under the Prospectus and approximately 27% of the offers remain available as shortfall securities for interested shareholders and other investors.

The funds raised from the Placement will be used for the Company's zinc-silver-lead projects in Peru and for working capital.

The requisite Appendix 3B for 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 Placement 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 Company's Supplementary Prospectus dated 24 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

Page 1

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 tobe issued	(a) Fully paid ordinary shares (ASX: ICG) (ShortfallShares)
		(b) Quoted options (ASX: ICGO) (ShortfallOptions)
2	Number of +securities issued or	(a) 10,000,000 Shortfall Shares
	tobeissued(ifknown)ormaximum number which may be	(b) 10,000,000 Shortfall Options
	issued
3	Principal terms of the +securities	Pursuant to the Prospectus dated 2 August 2018:
	(e.g. if options, exercise priceand expiry date; if partly paid+securities,theamount	(a) Fully paid ordinary Shortfall Shares rank equallywith all other issued fully paid ordinary shares.
	outstanding and due dates for+convertiblepayment;ifsecurities, the conversion price	(b)Quoted Shortfall Options rank equally with allother issued options, each with an Exercise
	and dates for conversion)	Price of $0.012, and exercisable on or before 7August 2020.
		Summary of terms and conditions attaching to the
		above securities appears in Section 5of 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:Shortfall Shares rank equally with all other issuedfully paid ordinary shares [ASX: ICG].
	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	Shares issued on exercise of the Shortfall Optionswill rank equally with all other issued ordinary fullypaid shares [ASX: ICG].
5	Issue price or consideration	(a)$0.005 per Shortfall Share(b) Nil consideration - Shortfall Options attach toShortfall Shares as free options.
6	Purpose of the issue(If issued as consideration for the	(a) To fund exploration at the Company's projectsand working capital as warranted.
	acquisitionofassets,clearlyidentify those assets)	(b) As free attaching options to Shortfall Sharesissued, pursuant to the Prospectus dated 2August 2018.
6a	Is the entity an +eligible entitythat has obtained security holderapproval under rule 7.1A?	No
	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	N/A
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	(a) 10,000,000 Shortfall Shares
		(b) 10,000,000 Shortfall Options
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 remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Remaining Issue Capacity Rule 7.1: 264,130,747
7	+Issue dates	(a) 7 November 2018 - Shortfall Shares
	Note: 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.	(b) 7 November 2018 - Shortfall Options
	Cross reference: item 33 of Appendix 3B.
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX	(a) 2,822,152,977	Fully paid ordinaryshares.
	+securities(includingtheinsection 2 if applicable)	(b) 191,989,818	Options (Ex. 7/08/2020)
		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)

Shortfall Shares rank equally from issue date with all existing quoted fully paid ordinary shares.

Part 2 - Pro rata issue

	11	Issecurityholderapprovalrequired?	No – the issue of shortfall securities falls under theoffers detailed in the Prospectus dated 2 August2018.
	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)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 theirentitlements are to be dealt with.Cross reference: rule 7.7.	N/A
	19	Closingdateforreceiptofacceptances or renunciations	N/A
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	None.
23	to the issue	Fee or commission payable to the broker	The Company reserved the rightto pay acommission of up to 6% (Exc. GST) of all amountssubscribedthroughanylicensedsecuritiesdealers or Australian financial services licensee.
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	N/A
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	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)

38	Number of +securities for which+quotation is sought	N/A
39	+Class of +securities for whichquotation is sought	N/A
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	N/A
	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	N/A
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	N/A

+ 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: 8 November 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	2,304,456,867
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	10,000,000 (issued 7 November 2018 (subjectof this announcement) being shortfallsecurities from a non-renounceable pro-rataentitlement offer pursuant to a Prospectusdated 2 August 2018).12,900,000 (issued 1 October 2018 beingshortfall securities from a non-renounceablepro-rata entitlement offer pursuant to aProspectus dated 2 August 2018).
	32,961,000 (issued 19 September 2018 beingshortfall securities from a non-renounceablepro-rata entitlement offer pursuant to aProspectus dated 2 August 2018).
Number of partly paid +ordinary•securities that became fully paid in that12 month period	136,128,818 (issued 5 September 2018under a non-renounceable pro-rataentitlement offer pursuant to a Prospectusdated 2 August 2018.
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	26,666,667 (issued 2 March 2018 under ashortfall share offer pursuant to a Prospectusdated 26 October 2017).160,611,625 (issued 12 December 2017 undera non-renounceable pro-rata entitlementoffer pursuant to a Prospectus dated 26October 2017).
Subtract the number of fully paid+ordinary securities cancelled during that12 month period	0
"A"	2,683,724,977

+ 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	402,558,747
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 month	70,000,000 issued 22/12/2017
period not counting those issued:	30,247,705 issued 22/11/2017
•Under an exception in rule 7.2	805,295 issued 12/04/2018
•Under rule 7.1A	27,500,000 issued 2/08/2018
•With security holder approval underrule 7.1 or rule 7.4	9,875,000 issued 22/10/2018
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"	138,428,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	402,558,747
Note: number must be same as shown inStep 2
Subtract "C"	138,428,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	264,130,747

+ 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.