ROKEBY RESOURCES LIMITED — Capital/Financing Update 2018

Aug 1, 2018

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

(a) Fully paid ordinary shares (New Shares) (b) Quoted options (New Options)

(a) Up to 262,028,816 New Shares (b) Up to 262,028,816 New Options

• 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)

Pursuant to the Prospectus dated 2 August 2018:

• (a) Fully paid ordinary New Shares ranking equally with all other issued fully paid ordinary shares.
• (b) Quoted New Options, each with an Exercise Price of $0.012, and exercisable on or before 7 August 2020.

A summary of the terms and conditions attaching to the above securities 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?	Yes:New Shares rank equally with all other issued fullypaid 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 New Options willrank equally with all other issued ordinary fully paidshares [ASX: ICG].
5	Issue price or consideration	(a)$0.005 per New Share
		(b) Nil consideration - New Options are free.
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	(a) To fund exploration at the Company's projectsand working capital as warranted.(b) As free attaching options to New Sharesissued, pursuant to the Entitlement Offer,
		under the Prospectus dated 2 August 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 issued	(a) Up to 262,028,816 New Shares
	under an exception in rule 7.2	(b) Up to 262,028,816 New 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 under	N/A.
	rule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncements
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Remaining Issue Capacity Rule 7.1: 245,207,274
7	+Issue dates	(a) 31 August 2018 - New 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 complywith theapplicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	(b) 31 August 2018 - New Options
		Number	+Class
8	+classNumberandofall+securitiesquotedonASX+securities(includingthein	(a) 2,882,316,975	Fully paid ordinaryshares.
	section 2 if applicable)	(b) 262,028,816	Options (Ex. 7 August2020)
9	+classNumberandofall	NumberNil	+ClassN/A

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
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)

New Shares 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	(a) Pro rata basis of 1 New Share for every 10shares held at the Record Date.
			(b) 1 New Option for every New Share issued.
	14	+Class of +securities to which theoffer relates	Issuedfullypaidordinarysharesandfreeattaching option.
	15	+Recorddatetodetermineentitlements	8 August 2018
	16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
	17	Policy for deciding entitlements	(a) Rounded up to nearest whole number.
		in relation to fractions	(b) Rounded up to nearest whole number.
	18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	All countries except Australia, New Zealand andGermany.
		Note: Security holders must be told how theirentitlements are to be dealt with.
		Cross reference: rule 7.7.
	19	Closingdateforreceiptofacceptances or renunciations	24 August 2018
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		Fee or commission payable to the brokerto the issue	N/A/. The Company has reserved the right to paya commission 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	10 August 2018
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 – non-renounceable entitlements.
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	31 August 2018

+ 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	N/A
	+quotation is sought
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)
	+class	Number	+Class
42	Numberandofall+securitiesquotedonASX	N/A
	(including the +securities in clause38)

+ 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: 2 August 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•	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 entitlement
securities issued in that 12 monthperiod with shareholder approval	offer pursuant to a Prospectus dated 26October 2017).
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"	2,491,735,159

+ 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	373,760,274
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
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"	128,553,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	373,760,274
Note: number must be same as shown inStep 2
Subtract "C"	128,553,000
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	245,207,274

+ 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.