ROKEBY RESOURCES LIMITED — Capital/Financing Update 2019

Oct 28, 2019

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	1. Fully paid ordinary shares (ASX: ICG)2. New Listed 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)

1.	738,587,592 Ordinary Shares (ICG)
2.	182,500,000 Ordinary Shares (ICG)
3.	522,391,728 New Options
4.	121,667,666 New Options
5.	72 million New Options

• 1. Fully paid ordinary shares with equal terms to other issued ASX:ICG shares as part of Rights Issue.
• 1. Fully paid ordinary shares with equal terms to other issued ASX:ICG shares issued un ASX Listing Rule 7.1.
• 1. Options exercise price of $.007 and expiring 31 October 2022 as part of Rights Issue.
• 1. As above terms but issued under ASX Listing Rule 7.1.
• 1. As above, but issued under ASX Listing Rule 7.1

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +class ofquoted +securities?	1.Yes –ASX:ICG see above.2.No – New class of options to be listed
	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)orinterest paymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	All ASX:ICG at $.002 and all options issued free asper Prospectus of 24 September 2019.72 million options as part consideration ofbroking services provided.
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	As a Rights Issue for future company explorationon new projects and corporate overheads.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	No
6b	The date the security holderresolution under rule 7.1A waspassed	N/a
6c	Number of +securities issuedwithoutsecurityholderapproval under rule 7.1	1.182,500,000 Ordinary Shares (ICG)2.121,667,666 new options (ICGOA)3.72,000,000 new options (ICGOA)
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Nil

+ See chapter 19 for defined terms.

• 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
• 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)
• 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)

		Number	+Class
8	+classNumberandofall	4,106,118,771	Fully paid ordinary ICG
	+securitiesquotedonASX+securities(includingthein	408,662,207	Options (Ex. 7/08/2020)New class (ICGOA)
	section 2 if applicable)	716,058.395	Ex $0.007 Exp 31/10/22

		Number	+Class
9	+classNumberandofall	Nil	N/A
	+securities not quoted on ASX
	+securities(includingthein
	section 2 if applicable)

All shares rank equally from issue date with all existing quoted fully paid ordinary shares(ICG).

N/A.

Nil

Nil

N/A.

Remaining Issue Capacity Rule 7.1: 283,205

Estimated 30 October 2019

Part 2 - Pro rata issue

11	IssecurityholderapprovalN/Arequired?
12	Is the issue renounceable or nonN/Arenounceable?
13	Ratio in which the +securitiesN/Awill be offered
14	+Class of +securities to which theN/Aoffer relates
15	+RecorddatetodetermineN/Aentitlements
16	WillholdingsondifferentN/Aregisters(orsubregisters)beaggregatedforcalculatingentitlements?
17	Policy for deciding entitlementsN/Ain relation to fractions
18	Names of countries in which theN/Aentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how their
	entitlements are to be dealt with.Cross reference: rule 7.7.
19	ClosingdateforreceiptofN/Aacceptances or renunciations
20	Names of any underwritersN/A
21	Amount of any underwriting feeN/Aor commission
22	Names of any brokers to the issueN/A
23	Fee or commission payable to theN/Abroker to the issue

+ See chapter 19 for defined terms.

24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	N/A
25	Iftheissueiscontingentonsecurityholders'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 selltheir entitlements in full througha 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

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

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought

N/A

39 +Class of +securities for which quotation is sought

N/A

+ See chapter 19 for defined terms.

40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	No
	If the additional +securities donot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	As stated in Prospectus dated 23 Sep 19

(if issued upon conversion of another +security, clearly identify that other +security)

		Number	+Class
42	+classNumberandofall	4,106,118,771	Fully paid ordinary ICG
	+securitiesquotedonASX(including the +securities in clause38)	408,662,207	Options (Ex $.005 Exp7/08/2020)
		716,058,395	New class (ICGOA?)Ex $0.007 Exp 31/10/22

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: 29 October 2019 (Company Secretary)

Print name: Malcolm Smartt

+ 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
capacity is calculated	Step 1: Calculate "A", the base figure from which the placement
Insert number of fully paid +ordinary2,802,277,977securities on issue 12 months before the+issue date or date of agreement to issue
Add the following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2	70,038,998 (issued 3/12/2018) and 10,000,000(issued 7/11/2018) being shortfall securities froma non-renounceable pro-rata entitlement offerpursuant to a Prospectus dated 2/8/2018).
Number of fully paid +ordinary•securities issued in that 12 monthperiod with shareholder approval	3,000,000 FPOS issued 6/06/2019 (Issuedwith shareholder approval GM 31/May/19).
	783,587,592 (Issued 30 Oct 19 under arenounceable pro-rata entitlement offerpursuant to a Prospectus dated 24 Sep 19)
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"	3,668,904,567

+ 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	550,335,685
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:	61,565,000 FPOS issued 2/05/2019.46,640,000 options issued 2/05/2019.
•Under an exception in rule 7.2•Under rule 7.1A	2,500,000 FPOS issued 3 Jun 19announcement.
•With security holder approval underrule 7.1 or rule 7.4	8,750,000 FPOS and 8,750,000 optionsissued 4 Jul 19.
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	40,000,000 FPOS issued 23 Aug 195,680,813 FPOS issued 4 Oct 19182,500,000 FPOS and 121,666,667 OptionsIssued as per this announcement.72,000,000 Options Issued as per thisannouncement
"C"	550,052,480
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	550,335,685
Note: number must be same as shown inStep 2
Subtract "C"	550,052,480
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	283,205

+ 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.