ROKEBY RESOURCES LIMITED — Major Shareholding Notification 2017

Apr 25, 2017

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 $ref(\partial rcflp.com)$ e-mail: www.resourcecapitalfunds.com

To:	Company Announcements	From:	Miriam Sharp
Fax No:	1300 135 638	Pages:	3
Company:	ASX Announcements	Date:	April 26, 2017
Subject:	FORM 604	Copy:	Company SecretaryJustin Walawski Inca MineralsLimited - 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. Apr. 2017 14:37

No. 0896 P. 2

604

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	INCA MINERALS LIMITED
ACN/ARSN1. Details of substantialholder(1)	128 512 907
NameACN/ARSN (if applicable)There was a change in the interests of thesubstantial holder on	RESOURCE CAPITAL FUND VI LP ("RCF VI")26/04/2017
The previous notice was given to the companyoп	22/03/2017
The previous notice was dated2. Previous and present voting power	22/03/2017

The total number of votes attached to all the voting 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		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power(5)
FULLY PAID ORDINARYSHARES	239.321.656	10.47%	216.510.590	9.47%

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 associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Dale of	Person whose	Nature of	Consideration	Class and	Person's votes
change	relevant interest	change (6)	given in relation to	number of	affected
	changed		change $(7)$	securities
				affected
29/03/2017	RCF VI	On Market	A$110,704.12	FULLY PAID	$-4,193,338$
		Sales		ORDINARY
				SHARES
				$-4, 193, 338$
29/03/2017	RCF VI	On Market	A$175 700.00	FULLY PAID	$-7,000,000$
		Sales		ORDINARY
				SHARES
				-7,000,000
30/03/2017	RCF VI	On Market	A$37,093.92	FULLY PAID	$-1,466,163$
		Sales		ORDINARY
				SHARES
				-1,466,163
01/04/2017	RCV VI	On Market	A$39,952.10	FULLY PAID	$-1,598,084$
		Sales		ORDINARY
				SHARES
				$-1,598,064$
04/04/2017	RCFVI	On Market	A$25,000.00	FULLY PAID	$-1.000.000$
		Sales		ORDINARY
				SHARES
				-1,000,000
05/04/2017	RCV VI	On Market	A$45,405.32	FULLY PAID	$-1,816,213$
		Sales		ORDINARY
				SHARES
				1.816,213
13/04/17	RCV VI	On Market	A$120,000.00	FULLY PAID	$-5,000,000$
		Sales		ORDÏNARY
				SHARES
				-5,000,000
20/04/2017	RCF VI	On Market	A$16,957.16	FULLY PAID	$-737.268$
		Sales		ORDINARY
				SHARES
				-737.268

604	pago 2/2	15 July 2001

4. Present relevant interests

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

Holder ofrelevantInterest	Registeredholder ofsecurities	Person entitled tobe registered asholder (8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person'svotes
RCF VI	Merrill Lynch(Australia)Nominees PtvLimited	RCF VI	Owner	Fully PaldOrdinary Shares216,510,590	9.47%

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:
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 19, 120 COLLINS STREET, MELBOURNE 3000, AUSTRALIA
	NOMINEES PTY LIMITED

Signature	print name	PETER NICHOLSON		Capacity AUTHORISED OFFICER
--	sign here	100₽B	Date	26/04/2017_______________________________________

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.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• 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. $(5)$
• Include details of: 16)
  • $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, 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 wrilten statement certifying this contract, scheme or arrangement; and
  • $(b)$ 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 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.
• $(8)$ 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.