ROKEBY RESOURCES LIMITED — Major Shareholding Notification 2016

May 26, 2016

No. 0700 $P. 1$

Resource Capital Funds
Management Pty Ltd
Level 3, 24 Kings Park Road West Perth WA 6005 Australia

Telephone: +61 8 9476 1900 Facsimile: +61 8 9485 2779 e-mail: $ref(\widehat{\omega}_{\Gamma}cflp.com)$ www.resourcecapitalfunds.com

To :	Company Announcements	From:	Miriam Sharp
Fax No :	1300 135 638	Pages:	з
Company:	ASX Announcements	Date :	May 27 2016
Subject:	FORM 604	Copy:	Company Secretary Justin Walawski Inca Minerals Emailed

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

Resource Capital Fund VI L.P. lodges the attached Form 604 in relation to Inca Minerals Limited.

Yours faithfully

Miriam Sharp

1. May. 2016 9:58

No. 0700 P. 2

		604	page 1/2	15 July 2001
	Form 604
	Corporations Act 2001 Section 671B
	Notice of change of interests of substantial holder
To Company Name/Scheme	INCA MINERALS LIMITED
ACN/ARSN	128 512 907
1. Details of substantial holder(1)
Name ACN/ARSN (if applicable)	RESOURCE CAPITAL FUND VI LP ("RCF VI")
There was a change in the interests of the substantial holder on	25/05/2016

The previous notice was given to the company 21/08/2015 on

The previous notice was dated

2. Previous and present voting power

The total number of votes attached to all the voling shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant Interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5
FULLY PAID ORDINARY SHARES	130,000,000	12.07%	208.000,000	18%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associale in voting securities of the
company or scheme, since the substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities artected	Person's votes affected
24/05/2016	RCF VI	Placement	\$A234,000.00	76.000.000	78.000.000

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

21/08/2015

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securilles	Person's votes
RCF VI	Merrill Lynch (Australia) Nominees Ply Limited	RCFVI	Owner	Fully Paid Ordinary Shares 208,000,000	208,000,000

page 2/2

15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

604

Name and ACN/ARSN (if applicable)	$ -$ Nature of association

6. Addresses

The addresses of persons named in this form are:

Name .	Address.
RCF VI	1400 SIXTEENTH STREET, SUITE 200, DENVER CO 80202, USA
MERRILL LYNCH (AUSTRALIA)	Level 21, 120 COLLINS STREET, MELBOURNE 3000, AUSTRALIA
NOMINEES PTY LIMITED	.

Signature

print name	PETER NICHOLSON	Capacity AUTHORISED OFFICER
sign here	--- パッヘノパ	26/05/2016 Date

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant Interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, (a) a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement: and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of $(b)$ the securities to which the relevant Interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(7)$ or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$